State v. Consolidated Gas, Electric Light & Power Co.

By Article IV of the Agreement and Certificate of Consolidation the authorized capital stock of the company is stated to be $21,902,258. This amount would undoubtedly be the basis for calculating the bonus to be paid to the State were it not for the fact that Article VII of the same instrument clearly shows an intention to cancel, annul and revoke so much of said capital stock as might, under the scheme of consolidation, represent the prior holdings of the Power Company in the Gas Company’s stock. The amount of stock so to be cancelled, and as I am assured by counsel, since actually can-celled, has been definitely ascertained to be $8,542,170, leaving $13,360,088, the amount intended, by the working out of the plan set forth in said agreement and certificate, to be the capitalization of the new corporation.

The law imposes the bonus upon the amount of stock the company is authorized, to have. Under the circumstances disclosed in this narr, the consolidated company by its very scheme was to have but $13,360,088 of capital stock. Upon this amount it has paid the proper bonus to the State. In my opinion it is not liable for any further sum. The demurrer to the declaration is therefore sustained.