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The article discusses various judicial cases. The plaintiffs, stockholders in the defendant corporation, brought suit to compel the directors and officers, also defendants, to return the value of property alleged to have been wrongfully taken. Similar actions, instituted by other stockholders, had been consolidated on motion of the defendants, who moved for dismissal of the present suit under a rule providing for such motion where " there is another action pending between the same parties." The plaintiff consulted the defendant, a New York attorney, with reference to collecting a claim against the executors of a Pennsylvania estate.

This article discusses responsibilities of corporations and their managers as a trustee for stockholders and consumers, from legal perspectives. Directors and managers of modern large corporations are granted all sorts of novel powers by present-day corporation statutes and charters, and are free from any substantial supervision by stockholders by reason of the difficulty which the modern stockholder has in discovering what is going on and taking effective measures even if he has discovered it. The sole function of the corporation, suggestively, is conceived to be the making of profit for its stockholder-members, so that they are the ultimate beneficiaries of the business and of the activities of the persons by whom it is carried on. It is suggested that the legal recognition that there are other interests than those of the stockholders to be protected does not, however, necessarily give corporate managers the right to consider those interests, as it is possible to regard the managers as representatives of the stockholding interest only.

This article discusses several legal provisions of dissenting stockholders under appraisal statutes of the U.S. judicial system. The problem of the dissenting stockholder and his remedies under modern appraisal statutes has been one of conflict between strong and divergent interests. If the corporation, through a vote of the majority, sold all the assets, merged, or consolidated, where it appeared that the majority had exceeded its lawful powers, those stockholders not assenting to the contemplated change might, by prompt action, have the transaction set aside, or they might sue for the value of their shares on the theory that their interest in the corporation had been converted. Some courts talked about a conversion of shareholder's share, and the remedy given was the value of his stock. For all practical purposes there had been a conversion of the property interest of the stockholder. His share, represented by his certificate, had an ascertainable value represented by definite corporeal and incorporeal property previous to the transaction illegally performed. The main line of inquiry of this article is concerned to the legal right of the dissenter to an appraisal, the difficulties encountered in the application of the statute, the problem of alternative remedies, and the valuation of dissenters' shares.

The article focuses on partnership liability of stockholders in defective corporations. The corporation laws of the various states provide that the consequence of doing certain acts prescribed by those laws is the creation of an artificial legal person, known as a corporation, and that other persons may contribute to the capital of such a corporation and share in the profits derived from its activities without incurring any personal liability for its debts. It not infrequently happens that people contribute to the capital of such an enterprise on the assumption that the necessary steps for securing incorporation have been taken, but that this assumption proves to be erroneous, with the result that the enterprise, whatever it may be, is certainly not a lawfully existing or de jure corporation.

This article focuses on recent court rulings. In one case, the receiver of the First National Bank of Florence filed a petition for authority to sell the assets of the insolvent bank. The assets were to be divided into two classes: one group to be sold outright to the purchasing bank and the other to be collected by the new corporation for the benefit of the creditors of the insolvent bank. It was held that the court had no authority to order the sale because it exceeded the statutory powers of the receiver. In the case of Central National Bank v. Sutherland, a Nebraska statute taxed shares of capital stock in banks at a mill rate and taxed other moneyed capital at only 25 per cent of that rate.

This article discusses the taxing power of the states in the U.S. Mr. Justice Field's remarks about property taxation in The Delaware Railroad Tax must be regarded as obiter, since he had previously stated that the tax before the court was not a tax on property, but one "upon the corporation itself, measured by a percentage upon the cash value of a certain proportional part of the shares of its capital stock." It is to be inferred that the tax, if one on property, would have been held to be faulty because of the method by which the amount of property in Delaware was determined.

The article reports on a recent Supreme Court case "Textron, Inc. v. American Woolen Co.," in which the Plaintiff, who owned 25% of defendant corporation's stock, sought to enjoin the continuation of an adjourned stockholders' meeting at which election results were to be announced. Plaintiff also argued that its own proxies could not be counted since, after attending the initial session at which quorum was not attained, it withdrew from the meeting. The use of proxies solicited in violation of SEC rules can be enjoined upon suit by the SEC or a private party.

This article briefly reports on various recent legal cases concerning industrial laws. The case between Memphis Lumber Co. and Security Bank & Trust Co. is concerned with the liability of one receiving corporate capital in payment of personal debt of stockholder. The stockholder here is Security Bank & Trust Co. Memphis Lumber Co. has paid out of its capital stock a personal debt due from a stockholder to the defendant. The assignee of the corporation for the benefit of creditors seeks to recover the sum paid to the defendant. In another case, Duplex Printing Press Co., manufacturer of printing presses, has refused to recognize a union among its workmen. Two of the other three manufacturers of printing presses in the country had notified the union that this action would necessitate their abandonment of the union shop which they had previously recognized. The officers of the union thereupon sought to prevent the members in other states from installing, delivering, or repairing the presses of the plaintiff.