stockholder of record

Delaware initiated this original action against New York in 1988 after New York escheated substantial sums from unclaimed securities distributions held by intermediaries. The Supreme Court granted Delaware leave to file its complaint and appointed a Special Master to oversee the proceedings. Texas subsequently moved to intervene as a plaintiff, and all remaining states along with the District of Columbia sought leave to participate as intervenors. The property in dispute consists of unclaimed dividends, interest, and other distributions on securities that intermediaries such as banks, brokers, and depositories hold in their own names as record owners for beneficial owners who cannot be identified or located. These street name arrangements allow for efficient book-entry transfers and customized financial services, with most New York Stock Exchange equity securities immobilized in depositories. Between 1985 and 1989, New York took custody of $360 million in such funds from intermediaries doing business within the state, applying its abandoned property law without regard to the beneficial owners' last known addresses or the intermediaries' states of incorporation. On January 28, 1992, the Master filed his report and recommendation. Delaware and New York both filed exceptions to portions of the report, as did several other parties whose intervention motions remained pending at that time. The Master’s report concludes, first, that the issuer of securities is the relevant “debtor” and, second, that the State in which the debtor’s “principal executive offices” are located should be considered the debtor’s State. The procedural history includes the Court's grant of intervention to Texas in 1989 and the subsequent filing of exceptions by multiple states after the Master's report. All pending motions to intervene were ultimately granted by the Court in conjunction with its resolution of the exceptions.

Blasius Industries, Inc. began accumulating shares of Atlas Corporation in July 1987 and by October 29, 1987, with affiliates owned 9.1% of Atlas common stock as disclosed in its Schedule 13D filing with the SEC. In that filing, Blasius stated its intent to encourage a restructuring or other transaction to enhance shareholder value and disclosed it was exploring obtaining control, including through a tender offer or board representation. Blasius had come under the control of Michael Lubin and Warren Delano, who raised $60 million through junk bonds underwritten by Drexel Burnham to fund the acquisition, creating debt service obligations that could not be met from operations. On December 2, 1987, following a regular Atlas board meeting, Lubin and Delano met with Atlas management including CEO Weaver, CFO Devaney, counsel Masinter, and a Goldman Sachs representative to propose a leveraged recapitalization involving a $35 million cash dividend and $125 million in 7% secured subordinated gold-indexed debentures, funded partly by a gold loan and asset sales. Atlas directed Goldman Sachs to analyze the proposal, which management viewed skeptically, leading to a December 9 press release questioning the timing and debt burden amid market uncertainty after the October crash. Further meetings were delayed pending Goldman's analysis. On December 30, 1987, Blasius delivered a written consent to Atlas proposing a precatory resolution for restructuring, amending bylaws to expand the board from seven to fifteen members, and electing eight new directors nominated by Blasius; it also filed suit challenging certain bylaws. The next day, December 31, Atlas held an emergency telephone board meeting that expanded the board to nine members and appointed John Devaney and Harry Winters to the new positions, with terms expiring in 1988 and 1990 respectively under the staggered board structure. Subsequently, on January 6, 1988, after Goldman Sachs presented its analysis concluding the proposal would lead to bankruptcy and low stock value, the Atlas board rejected the recapitalization. A consent contest followed with competing mailings, culminating in Blasius presenting consents on March 6, 1988; an independent fiduciary as judge of elections reported on March 17 that none of the proposals achieved the required 1,486,293 consents, falling short by about 45,000 shares. The second action was filed on March 9, 1988. The cases were consolidated for trial in the Delaware Court of Chancery before Chancellor Allen.

Four years prior to commencement of suit, the plaintiff was severely injured in New York City when run down by a taxicab owned by Seon Cab Corporation and negligently operated by Márchese. Carlton is a stockholder of ten corporations including Seon, each having only two cabs registered in its name with the minimum automobile liability insurance of $10,000 carried on any one cab. Although seemingly independent, the corporations are alleged to be operated as a single entity, unit and enterprise with regard to financing, supplies, repairs, employees and garaging, and all are named as defendants. The plaintiff asserts he is entitled to hold the stockholders personally liable because the multiple corporate structure constitutes an unlawful attempt to defraud members of the general public who might be injured by the cabs. The complaint alleges that none of the corporations had a separate existence of their own, that the separate corporations were undercapitalized, and that their assets have been intermingled. Carlton moved pursuant to CPLR 3211(a)(7) to dismiss the complaint on the ground that as to him it fails to state a cause of action. Special Term granted the motion, but the Appellate Division by a divided vote reversed. Carlton appeals to the Court of Appeals from the nonfinal order by leave of the Appellate Division on a certified question.

On January 1, 1916, the Standard Oil Company of California, a corporation organized under the laws of that state, had shares of stock outstanding with a par value of $100 each amounting in round figures to $50,000,000 out of an authorized capital of $100,000,000. In addition, the company had surplus and undivided profits invested in plant, property, and business amounting to about $45,000,000, of which about $20,000,000 had been earned prior to March 1, 1913, and the balance thereafter. In January 1916 the board of directors decided to issue additional shares sufficient to constitute a stock dividend of 50 percent of the outstanding stock and to transfer from surplus account to capital stock account an amount equivalent to such issue. Appropriate resolutions were adopted. An amount equivalent to the par value of the proposed new stock was transferred accordingly. The new stock was duly issued against it and divided among the stockholders. Mrs. Macomber, the owner of 2,200 shares of the old stock, received certificates for 1,100 additional shares. Of these, 18.07 percent, or 198.77 shares with a par value of $19,877, were treated as representing surplus earned between March 1, 1913, and January 1, 1916. She was called upon to pay, and did pay under protest, a tax imposed under the Revenue Act of September 8, 1916, based upon a supposed income of $19,877 because of the new shares. After an appeal to the Commissioner of Internal Revenue was disallowed, she brought action against the Collector to recover the tax. In her complaint she alleged the above facts. A general demurrer to the complaint was overruled upon the authority of Towne v. Eisner, 245 U.S. 418. The Collector having failed to plead further, final judgment went against him. To review it, the present writ of error was prosecuted, with arguments heard in April 1919 and rearguments in October 1919.