Reference no: EM131732128

Equivest, a partnership, owned 10,000 shares of Altec International, Inc. Equivest pledged these shares to secure loans by Lloyds Bank. Sometime after pledging the stock, Equivest transferred beneficial ownership of 350 shares of Altec stock to Thorn Hoffman and 350 shares to John Erikson. Thereafter, in 1988, Altec elected to be treated as a Subchapter S corporation, which necessitated that shareholders return their old stock certificates in exchange for new stock certificates. Neither Erikson nor Hoffman had certificates to return because their stock had been pledged by Equivest to Lloyds Bank. Altec had knowledge that Erikson and Hoffman were the beneficial owners of 700 shares of Altec stock. However, Altec distributed cash dividends to Equi- vest, the registered owner of the 10,000 shares during the period from 1988 until March 14, 1990. Equivest defaulted on its loan to Lloyds Bank and Lloyds sold all of the pledged stock, including Hoffman’s and Erikson’s 700 shares, at public auction. Hoffman and Erikson contend that Altec should have made all cash distributions to them as shareholders, not Equivest. Altec contends that it complied with the UCC by making distributions to the owner of record. Do you think the distribution should have gone to Hoffman and Erikson or to Equivest? [Hoffman v. Altec Int’l Inc., 546 N.W.2d 162 (Wis. App.)]