Mr. Justice Kelly’s opinion is exhaustive and accurate, but in view of the dissent a few additional remarks are perhaps permissible although superfluous.
I shall assmne that we recognize the validity of the statutes of the State of New York referring particularly to the Banking Law (Consol. Laws, chap. 2 [Laws of 1909, chap. 10], § 71; now Banking Law [Consol. Laws, chap. 2; Laws of 1914, chap. 369], § 120). The Banking Law of 1909 (§ 2, as amd. by Laws of 1910, chap. 126) and the Banking Law of 1914 (§ 120) define the word “ stockholder ” for the purpose, among other things, of enforcing the stockholders’ liability required by the Constitution (Art. 8, § 7). So defined, stockholders are, first, those who appear by the books of the corporation to be stockholders; second, every owner of the stock, legal or equitable, although the same may be on such books in the *200name of another person, but not one who may hold the stock as collateral security for the payment of a debt.
If we regard the statute, these defendants are not liable unless they fall into one or the other of these classes.
Now, the defendants, holders of voting trust certificates, do not appear by the books of the corporation to be stockholders. Upon this point the evidence and findings of the court are conclusive.
If, therefore, they are stockholders, it must be that they are either legal or equitable owners of the stock and so fall within the second class. Now, I am not prepared to contend that holders of voting trust certificates like those under consideration are not equitable owners of the stock for which they were issued. Except for a certain disinclination to deliver an unnecessary although relevant dictum, I should say that they were, and this seems to me to be the suggestion of the dissenting opinion. But although these defendants, as holders of the voting trust certificates, may be equitable owners, yet they do not fall within the second class, because they are within the terms of the exception. They hold the voting trust certificates “ as collateral for security for the payment of a debt.” This fact also is conclusively established by the evidence and findings of the trial court.
Unless this reasoning is wrong, and I fail to detect any fallacy, these defendants cannot be held liable without disregarding the statutory definition of the term “ stockholder.”
Without regard to whether I like the result or the method of reorganizing the bank which was adopted, I decline to hold these defendants liable. When I find a statute lucidly expressed and plain and unambiguous in its meaning, I hold that the courts have no right to disregard it.
Rich, J., concurs.