(B) That the 3600 shares authorized to be issued to Marcellus Thompson and Thomas Kane on July 2 1, 1939, but upon Thompson’s and Kane’s order were issued and delivered to Maguire & Co. were illegally issued and should be canceled.

The learned Chancellor (without filing a written opinion) entered on March 13, 1942, a final decree in words and figures as follows:

And now, to writ, this 13th day of March, 1942, the above entitled cause having come on to be heard before the Chancellor upon the bill of complaint as amended of Ida G. Blish, filed on behalf of herself and all other stockholders of Thompson Automatic Arms Corporation in her derivative right as a stockholder, and upon the answers of all the appearing defendants.... and upon the depositions taken in the cause and admitted, and upon the evidence taken and the exhibits offered by the respective parties and admitted by the Chancellor; and the said cause having been fully briefed and argued by the solicitors for the respective parties, and the Chancellor having maturely considered the matter; and the Chancellor having found, inter alia, that

(A) All of the shares of stock cancellation of which is sought by the bill of complaint filed in the above entitled cause, or in respect of which any claim of fraud, duress, lack of consideration or other illegality is made in the complaint, or was made and litigated at the trial to writ, 3500 shares of the capital stock of Thompson Automatic Arms Co. issued and delivered to defendant, Russell Maguire & Co. Inc. on or about March 14, 1939, 20,000 shares of the said stock issued and delivered to the said defendant Russell Maguire & Co., Inc. in various amounts on or about April 5, 1939, May 2, 1939, May 26, 1939, July 12, 1939, August 2, 1939, September 22, 1939 and September 26, 1939. 116,400 shares of the said stock issued and delivered to Russell Maguire & Co., Inc. on or about July 21, I 939, pursuant to a certain contract between TAAC and Russell Maguire &Co., Inc., dated July 18, 1939. 3600 shares of the said stock authorized by resolution of the Board of Directors of said corporation of July 19, 1939, to be issued to Marcellus Thompson and Thomas Kane, and issued and delivered in the name of Russell Maguire & Co., Inc., on or about July 21, 1939, were respectively, duly, regular and proper corporate action of the Board of Directors, which was independent and disinterested, of TAAC, and with full knowledge of all material facts and without any fraud, duress, coercion or overreaching whatsoever.

For the reasons indicated the decree of the Chancellor as entered below is affirmed.