E. C. W. v. M. A. W.

419 A.2d 934
CourtSupreme Court of Delaware
DecidedAugust 19, 1980
StatusPublished
Cited by6 cases

This text of 419 A.2d 934 (E. C. W. v. M. A. W.) is published on Counsel Stack Legal Research, covering Supreme Court of Delaware primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
E. C. W. v. M. A. W., 419 A.2d 934 (Del. 1980).

Opinion

HORSEY, Justice:

The sole question raised by this appeal is whether stock dividends paid during marriage to one spouse on shares of stock acquired before marriage are marital property under 13 Del.C. Chapter 15, the Delaware Divorce and Annulment Act. Husband appeals Family Court’s ancillary ruling, following divorce of the parties, that all such dividends received by him during marriage were marital property. We affirm.

I

Under the Delaware Divorce and Annulment Act, 13 Del.C. Chapter 15, all property acquired by either spouse during marriage, and regardless of how such property be titled, is “presumed” to be marital property, subject to division by the Family Court upon divorce. 13 Del.C. § 1513(c).1 Section 1513(b) provides that the marital property presumption is subject to only three exceptions. Those exceptions are: “(1) Property acquired in exchange for property acquired prior to the marriage; (2) Property excluded by valid agreement of the parties; and (3) the increase in value of property acquired prior to the marriage.” 13 Del.C. § 1513(bXlM3).

The burden of overcoming this statutory presumption and proving that the property sought to be excluded falls within one of the three statutory exceptions is placed upon the party seeking to exclude the property from division between the parties. See Husband R. T. G. v. Wife G. K. G., Del.Supr., 410 A.2d 155 (1979); and J. D. P. v. F. J. H., Del.Supr., 399 A.2d 207 (1979). With this brief background of the statute, we take up the facts and husband’s contention that the stock dividends in question are excluded from “marital property” under 13 Del.C. § 1513(b).

II

The parties were married in 1966 and divorced in 1978. Before marriage, husband owned some 800 shares of the capital stock of a Delaware corporation (“the Company”) for whom he worked. During the marriage, husband acquired a significant number of additional shares of stock of the Company-increasing his ownership by seven-fold. The increase during marriage resulted from three sources: first, from a “swap” of shares in two other concerns that husband had owned before marriage; second, from direct acquisitions of additional shares of the Company stock; and third, from stock dividends.2 The stock dividends [936]*936had been declared, according to the President of the Company, for two reasons: (1) to “lock in” surplus by a transfer of earned surplus to capital to avoid erratic payment of dividends; and (2) to increase the number of issued shares and thereby reduce the price per share so as to give younger employees a better opportunity to acquire stock in the Company.

The parties do not contest the Trial Court’s treatment of husband’s stock acquisitions falling in the first and second categories. The Court found the Company stock acquired during marriage by “swaps” to be excluded from marital property as property acquired by “exchange” under 13 Del.C. § 1513(b)(1). And husband conceded that all shares directly acquired by him-presumably by purchase or by gift-were marital property under 13 Del.C. § 1513(c). Husband also conceded that all cash dividends on his Company stock received by him from time to time during marriage were marital property.

As to the third category of stock received by husband during marriage-amounting to some 2,250 shares distributed on husband’s pre-marital shares of stock-the Court below concluded that they were stock dividends, not stock splits,3 and to be considered marital property.

Ill

On appeal, husband concedes that the distributions in question were stock dividends but contends that the Trial Court erred in ruling, as a matter of law, that stock dividends acquired during marriage were not exempt under § 1513(b) from marital property subject to division between the parties.

Husband argues that stock dividends come within the exclusion of § 1513(b)(1) as “property acquired in exchange for property acquired prior to marriage.” Husband says this is so because a stockholder’s percentage of equity interest in a corporation remains unaffected by a stock dividend de-dared out of earnings. Since the value of husband’s premarital shares was proportionately reduced by the additional shares issued to him, husband states that he has received nothing of value4 above what he previously owned. Husband adds that the payment of a stock dividend is no different than if the Company had retained its earnings for the years in question and had paid no dividend.

A.

It is true, as husband says, that as a result of the stock dividends, husband now has a larger number of shares representing exactly the same percentage of outstanding stock having the identical cumulative market value as he had before the stock dividends. However, the fact remains that with a stock dividend earnings or profits are capitalized, and there is an offsetting distribution to the shareholders of shares evidencing the value of the assets transferred to capital. In this respect, a stock dividend differs from a stock split which “is merely a dividing up of the outstanding shares of the corporation into a greater number of units, without disturbing the stockholder’s original proportional participating interest in the corporation.” 19 Am. Jur.2d, Corporations, § 808 at page 285.

In its ordinarily accepted meaning, a stock dividend is a dividend payable in stock instead of cash, the declaration of which involves the creation and issuing of new stock to be distributed pro rata to the shareholders as evidence of the contemporaneous transfer of an equivalent amount of the surplus earnings or profits to the capital fund of the corporation. It differs materially from a cash dividend. A stock dividend takes nothing from the property of the corporation and adds nothing to the interest of the shareholders as such ... The interests of the shareholders in the corporation remain [937]*937the same and in the same proportions, assuming that the dividend is declared in the same kind of stock, since the whole number of shares after the pro rata distribution, as before, represent the same corporate assets. Such a “dividend” does not distribute property to the shareholder; it changes the form of his investment, ordinarily by increasing the number of his shares, thereby diminishing the value of each share and leaving the aggregate value of all his stock substantially the same. Such an increase simply dilutes the shares as they existed before. Unlike a cash dividend, therefore, the stock dividend cannot be translated into money for the shareholder without a corresponding dimunition in the proportionate interest formerly held by him and in the ratable amount of future dividends and distributions to which he would otherwise be entitled.

19 Am.Jur.2d, Corporations, supra, § 812, pages 288, 289.

Given this characterization of stock dividends, husband contends that it is “obvious” that the shares in question were acquired by him “in éxchange for property acquired prior to the marriage” under § 1513(bXl)- We cannot agree.

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