The legend of the Thompson Submachine Gun, a magnificent saga of the renaissance of the gun from obscurity, except for it’s tawdry reputation as a gangster weapon, has been reported by some authors, one of whom, in particular, has, mistakenly, cast a dark shadow over the events in 1939,which took Auto-Ordnance Corporation from insolvency and imminent liquidation, to become a major supplier of much needed weaponry to the United States and it’s Allies in World War Two. The difficult and financially risky transfer of control of the majority stock of AOC and the notes evidencing its large debt was consummated at three minutes before midnight on July 21, 1939, the expiration date of the option which Russell Maguire had obtained from the executors of the Ryan estate for Thompson Automatic Arms Co. The closing was difficult because Col. Thompson and his lawyer had failed to procure and deliver the consents of several small AOC stockholders, a condition of the option, which the attorneys for the Ryan executors said was important to protect their client from litigation. It was almost midnight before we were able to persuade the Ryan attorneys to hand over the stock and notes and to accept the agreed upon option price. At this point I must take exception to the writing of the above mentioned author who has described Russell Maguire’s conduct during this period as fraught with trickery, extortion, greed and insult. He goes so far as to call Russell Maguire "nefarious" a word which is defined by Webster’s as meaning unlawful, wicked in the extreme. This language is entirely uncalled for and is a shocking misrepresentation of the man who risked his own money, and saved AOC from extinction, to become the only supplier in the free world to supply much needed military automatic small arms to the USA and our allies in the struggle against Nazi Germany and Japan. In 1942, a minority stockholder attempted to have all the shares issued to Maguire set aside and canceled. The allegations of the complainant were similar in many respects to the charges made by the author referred to above. After a lengthy trial, the Chancellor of the Chancery Court of Delaware, found that there was no merit to the plaintiffs cause. The charges against Maguire were baseless and without foundation. The Chancellor found that the shares and other considerations received by Maguire were lawfully obtained and were "duly, regularly, voluntarily and lawfully issued with full knowledge of all material facts and without any fraud, duress, coercion or overreaching whatsoever. On March 13, 1942, the Chancellor entered a final decree dismissing the bill of complaint. Plaintiff appealed to the Supreme Court of the State of Delaware, which affirmed the final decree of the Chancellor, dismissing the bill of complaint. The following excerpts from the opinion of the Supreme Court are quoted verbatim below and should put to rest, for all time, all assertions made by the author above referred to, such as trickery, extortion, insult, injury, greed, questionable business practices, illegality or inferences of unfair treatment by Russell Maguire of the minority stockholders of Thompson Automatic Arms Corp., including, but not limited to Col. Marcellus Thompson. BLISH VS. THOMPSON AUTOMATIC ARMS CORP. ET AL. DEL 581 |
