The full text on this page is automatically extracted from the file linked above and may contain errors and inconsistencies.
April III, ifSt 3i»ner^X files f r. Wingfield, Assistant Gen* re1 Counsel Yesterd <y afternoon, Mr* Obarles W, Collins <s.nc Mr, tarlo Crianniml csllsd ou Mr, Cl&yton ■eslth reference to a hold ing ccmpesy question, and Mr# Clayton asked *e to sit in on the ssaffti-^c iritis hi** It developed that they were iaterested la what rulings the Board feed mad.* interpreting, the provision in the definition of « holding o©»pesy which relates t® control of *v&r* thun SO per sent of the &«mb«r of shares voted for the election of direc tors of any one tetnk at the preceding election*. le advised Isp, Collins and Mr, ^iasnini that the Beard bad not ettca&pted to ley down any general interpretation of thla lan^mge but feed had ©cession to rule upoa facta involved in par ticular eases. 1 stated tfcat the feet# in those cr.ses were not fresfc in »y alnd, but I *©uld be gi*d to look t k m up and cell Mr. Collins, Upon revievrin^ the ca-ses upon #hiefc the Board feed ruled, I found that the Board ha# taken the position that, shore a eolspasy controls leas than 50 per cent of the shares of a basic but more than 50 per cent of the masher of share# voted at the last election *nd the cots^any tuid not voted the shares controlled by it, a holding eospsny relationship did not exist. In <*t least one case of this -kind, if the company had voted all of the afcere* controlled by it, it would have bad a majority of the ahares voted. In ail of the cases ruled on by the Board, it has been on the basis thut there ?*ave been no subsequent acquisitions by the company involved ©f shares of stock of the bm.nk which were actually voted* I called fcr, Collins on the phone this corning, a aft advised hist; of the Bo«rdfs position in the »%tter, as Indicated above. Both yesterday afternoon and on the phone this coming, it urns made clear that the Soard's rulings sere based on facta of particular case# and should not be considered a general ruling* applicable to all cases where there aright be circumstances other than those considered by the Board in the particular cases. BUm/mg
@FedFRASER