A share of stock in a corporation represents a proportionate undivided interest in the capital and good-will of the company. A stockholder has no property interest in any specific property of the corporation. During the continuance of the corporation he is entitled to a proportionate share of the profits of the company in the form of, what is known as, dividends. Upon the dissolution of the corporation, he is entitled to his proportionate share of the excess of the assets of the corporation over its liabilities.

The principal specific rights of a stockholder are those of receiving dividends, voting, and having access to the books of the company under proper conditions.

"A dividend is that portion of the profits and surplus funds of the corporation which has been actually set apart by a valid resolution of the board of directors, or by the shareholders at a corporate meeting, for distribution among the shareholders according to their respective interests, in such a sense as to become segregated from the property of the corporation, and to become the property of the shareholders dis-tributively."2

A dividend is not a debt due by the corporation until it has been declared.3 If a dividend has been declared and a special fund set aside for its payment, the right of the stockholders to this money becomes superior to the rights of the creditor of the corporation. Particular stockholders cannot be discriminated against in the declaration and payment of a dividend. A dividend cannot legally be declared except out of the earnings of the company. Where there are such undivided earnings in the treasury, it generally lies within the discretion of the stockholders of the corporation whether or not a dividend shall be declared.4 Under proper circumstances, however, a court of equity has the power to order the declaration and payment of a dividend in order to prevent the working of an injustice to the minority stockholders.