WRONG WITHOUT REMEDY: A LEGAL SATIRE. I. . BY WALLACE THE author's attention has been called for some years past to the facilities offered to able, unscruplous, intelligent lawyers to levy blackmail on corporations by the control of a few shares of minority stock. Frauds perpetrated by majorities upon minorities in corporations are usually given publicity. Blackmail levied by minorities upon majori ties seldom becomes a matter of public infor mation, the interests of both parties prevent ing a disclosure. The result has been in the opinion of the author that the law, both that which has grown up by decisions and that which is the result of direct legislation on the subject has gone much too far in the protec tion of the minority stockholder, and the pur pose of this work is to call attention to th abuses along this line which have crept into the law. The author is well aware that he is likely to be criticised for publishing a work of this character, on the ground that it may tend to the perpetration of the very frauds which are outlined in the work; but these frauds are perpetrated with such frequency today, and the men capable of carrying them through are so thoroughly posted in the methods of working such frauds that the author does not believe this work can be justly held re sponsible for results of the character out lined. In any event, there can be no reform until public opinion is convinced that there are abuses requiring reform. It is not the purpose of the author to sug gest remedies, but it may not be amiss to state that in the opinion of the author the common law rule in regard to the inspection of corporate books and papers is a rule which justly protects the interests both of the minority stockholder and of the corporation. Under this rule the corporation may resist
MCCAMANT. a demand for an unlimited inspection of its books and papers on the ground that the motive of the stockholder seeking such in spection is a bad motive. In the opinion of the author statutes which deny the corpora tion the right to make this defence are illadvised and are capable of the abuses out lined in the second chapter of this work. It may not be amiss to add that in the opin ion of the author statutes might with pro priety be adopted in all the States similar to that which prevails today in one of them, whereby a minority stockholder, seeking to redress wrongs done the corporation, is re quired as a condition to securing a hearing upon his bill to offer to sell his stock at its fair value. If the parties cannot agree upon the value and the defendants to the bill desire to make the purchase, the court is required under the statute in question to determine the value and the defendants to the bill desire given an opportunity to purchase at the value fixed by the court. If the purchase is not effected, the minority stockholder is entitled to proceed with his suit. This legislation, it seems to the author, protects the corporation against blackmail and at the same time is fair to the minority stockholder.
THE SHIPWRECK OF A MORAL NA TURE. The rain was falling and the wind was blowing in gusts as a well-dressed man walked along the streets of a Pennsylvania city, buried in thought and oblivious to the weather. It was late on election night; Ham ilton Anderson had remained down town re ceiving election returns as long as the re turns had kept coming. He had finally started home, convinced that he was beaten in his candidacy for common pleas judge. He had
