Learning Resources, Inc. v. Trump · ¶91

The same principle applied in American law. In In re Election of Directors of Long Island R. Co., 19 Wend. 37, 40 (N. Y. Sup. Ct. 1837), a New York court addressed a case involving 2,700 shares of stock in the Long Island Railroad Company that the company had declared forfeited. Ibid. All agreed that the company had broad power to regulate its shares. See id., at 41–42. Still, the court called the forfeiture an “extraordinary penalty,” and held that no such power had been “expressly conferred” on the corporation by its charter. Ibid. In fact, the court borrowed the clear-statement rule from Nowill: If “extraordinary authority . . . is intended to be given, it must be by express words to that effect.” Id., at 43 (describing Nowill in detail).

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