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Volume 4 Spring Quarter • 1955 Number 3

This I believe to be unsound. The various state corpo­ ration laws are not codes in the true sense, though some of them are so described. Nor is the British Companies Act, despite its length and elaboration. All the statutes presuppose basic common law and equitable principles most of which are nowhere embodied in legislation. And these basic principles are derived from the same roots in our common heritage. Furthermore, the various corpora­ tion laws show striking similarities. That all this is so as regards the various states of the Union is recognized by your national law schools, which teach, not the corporate law of any particular state, but the general principles of American corporation law. That these principles are generally the same as those applying to English corpora­ tion law is the only ground on which the Harvard Law School could attempt to justify their temerity in bringing me, an English lawyer, to Harvard to teach American corporation law. In the course of this teaching (and learning) I have been struck by the basic similarities. But I have also been impressed by the divergencies. These divergencies are, I believe, of some interest and significance and worthy of study by the lawyers of both our countries. If I fail to Gower Professor convince you of this, it will, I think, be due to my own deficiencies (of which I am very conscious at this mo­ Corporation Law in England ment) rather than to the inherent barrenness of my and America subject. The seeds of the Anglo-American business corporation By L. C. B. GOWER -now probably the most important economic institution Sir Ernest Cassel Professor of Commercial in the world-had been sown prior to the eighteenth Law at the London School of Economics century but had not then produced any very notable fruit. All that the American colonists took with them from A lecture delivered at The Law School England was an embryonic law of corporations-munic­ My intention today is to draw certain contrasts between ipal rather than business corporations-and an embryonic the state present of corporation law in Britain and in the law of partnership. The first English attempt at corporate United States. This might be thought necessarily to be a legislation, the wordy and obscure Bubble Act, was and pointless unprofitable activity. Since each of the passed in 1720 as a result of the South Sea Bubble. It was states has its own corporation code and Great Britain has designed to curb the growth of unincorporated joint­ both in form and in content another, differing from that stock companies, but its actual result was very different, of of the how can any states, there be any common as we now know from the pioneer research work of an ground on which to base a comparison or contrast? American scholar, Dr. Armand Dubois. Paradoxically it 2 The Law School Record Vol. 4, No.3

to of the distinctive roles of and caused the government to exhibit great reluctance partnerships corporations, a re­ she never drew the distinction between them with the grant charters of incorporation and thus produced birth of the unincorporated association which the act had same clarity as England has since 1844. We then recog­ the form was not sought to destroy. It was not until 1844, when a general nized that partnership intrinsically suited to for act of Parliament provided for incorporation by simple large joint-stock enterprise, partnership prin­ mutual trust and confidence the registration, that incorporation was readily granted in ciples presuppose among members which is if their number is England. Moreover, even then the members of the corpo­ impossible unduly ration remained fully liable for the corporation's debts; large. The English legislature therefore prescribed a limit -a limit which is now If the number of mem­ it took another eleven years before limited liability was twenty. recognized. This somewhat arbitrary separation between bers exceeds twenty, the association must register as a incorporation and limited liability accounts for the fact corporation. By a stroke of the pen the formerly common with a mem­ that to this day in Britain every limited company has to unincorporated joint-stock company large became In America no such announce its members' irresponsibility by having the bership impossible. develop­ ment in states where for cer­ word "Limited" at the end of its name. Such a separation occurred, and incorporation was a late date the between incorporation and limited liability was not, of tain purposes not recognized until association continued to flourish. Hence course, unknown in America (for some years it prevailed unincorporated the Massachusetts or business trust which the in Massachusetts), but in general you made much less represents distin­ heavy weather of this matter than we did, and none of final evolution of the unincorporated company, now from the in that the members your states insists on the word "Limited" as the sole per­ guished partnership missible indication of incorporation. are free from personal liability-a refinement which Eng­ In England, therefore, incorporation with limited lia­ land never succeeded in attaining. which bility by a simple process of registration is less than a At this time a further development took place the course of hundred years old-it attains its centenary only this year. may have had some significance. During Having regard to the transcendent role played by Eng­ the nineteenth century (starting with New York and land in the mercantile community during the nineteenth Connecticut in 1822), most American states borrowed and early twentieth centuries this is difficult to credit; from continental Europe the device of the limited part­ but so it is. Prior to 1855 joint-stock enterprise had existed nership. England did not do so until 1907; until then but had operated principally in the guise of the unincor­ legal freedom from personal liability could be attained the business porated company or partnership. The legislation of 1844 only through incorporation. Accordingly, and 1855 adopted this familiar form of organization and world and its astute legal advisers proceeded to adapt the conferred on it the boon of corporate personality and corporate form for use by the one-man firm or small­ limited liability. Hence the modern English business family concern, thus defeating the obvious legislative in­ corporation has evolved from the unincorporated partner­ tent to restrict corporations to large associations and ship based on mutual agreement rather than from the partnerships to small ones. This development, finally corporation based on a grant from the state and owes sanctified by the House of Lords in the famous case of more to partnership principles than to rules based on Salomon v. Salomon in 1897, led to the private company corporate personality. This is reflected in the fact that we to which a few years later the legislature itself granted in England still do not talk about "business corporations" special immunities. American efforts to evolve the close or about "corporation law" but about "companies and corporation as a suitable substitute for the partnership, company law." limited or unlimited, did not come until somewhat later refer later. In America, on the other hand, the Bubble Act seems, and met with difficulties to which I shall be­ wisely, to have been ignored-despite the fact that it had I have stressed these differences in the relationship at various times in been extended to the Colonies by an act of 1741. After tween partnerships and corporations the Declaration of Independence, incorporation, by special our respective histories because I believe they explain differences between our modern acts of the state legislatures, was granted far more readily many of the present than in England, and the unincorporated joint-stock systems of corporate law. But before I elaborate this to date this historical company, though not unknown, was correspondingly less point perhaps I may bring up rapid to the de­ important. In a number of industrially important states survey by a brief reference twentieth-century concerned incorporation by registration under a general act came velopments. In the main we have both been the earlier than in England-thirty-three years earlier in with the same two vital problems: first, protection New York-and, when it came, the model which the of investors when they buy corporate securities, and, legislative draftsmen had in mind was the statutory cor­ second, the subjecting of corporate management to some poration rather than the unincorporated company or sort of control by the stockholders. In England measures partnership. Hence modern American corporation law to this end have been taken by revisions of the Companies a detailed owes less to partnership and more to corporate principles. Act at intervals of roughly twenty years after the But, although America was earlier in her recognition investigation by an expert committee appointed by Vol. 4, No.3 The University of Chicago Law School 3

Board of Trade-the government department exercising general supervision over companies. In America all but two of the states have tackled the first problem by blue­ sky laws, which, if they have done nothing else, have produced a nation-wide picture of such devastating com­ plication as seriously to hamper the tasks of an interstate issuer and of the securities industry. But, happily, you have more recently made a determined attack on both problems through federal legislation setting up the Secu­ rities and Exchange Commission and, in so doing, have produced a body of rational corporation law which, in many respects, is the envy of the English.,speaking world. To this, too, I shall revert later. It is in the context of this historical sketch that I want to draw attention to certain contrasting aspects of our modern of law. In the at systems corporate time my Professor Gower delivering his lecture in Law South disposal I have had to paint the history in the broadest strokes, and I can select a few for similarly only topics of the public company. England has succeeded in adapt­ further treatment in outline only. ing the same form so that it also meets the requirements I have stressed the already differing reliance on part­ of the incorporated partnership. America has not been Let me illustrate nership principles. this further. In both quite so successful. Why? and America it is the England recognized that business The reason for our success, I think, is that the consti­ corporation performs at least two distinct economic pur­ tution of the English business corporation is still regarded it enables skilled poses. First, entrepreneurs to enlist as essentially contractual. Whereas the American statutes masses of large capital which they employ to the advan­ tend to lay down mandatory rules, the English Com­ of the absentee owners. Here we have the tage publicly panies Act relies far more on the technique of the Part­ owned the wealth and of corporation, importance which nership Act, providing a standard form which applies exceed that of most of the states of North may America. only in the absence of contrary agreement by the parties. Second, it enables the small partnership or single trader Much that in America is mandatory is in England in­ to personify the business and to separate its assets and cluded only in the optional model constitution-the liabilities from those of its members. Here we have what famous Table A. And this, or whatever the parties substi­ calls the and England "private company" America the tute for it, is expressly declared by the act to bind the "close it is less corporation." Economically, important company and the members as though it were a contract than the public corporation, but it is anything but insig­ under seal. In particular this contractual constitution nificant; indeed, in view of the grave expense of making deals with the method of appointing the directors, with a issue of it is a vital link in public securities, probably the the division of powers between them and the stock­ of from process growth private firm to large public com­ holders, and, subject to important exceptions, with the In some the needs of the two pany. repects types differ. meetings and votes of each. In America these matters The needs centralized public corporation management have generally been fixed by statute and fixed in a way from owners. distinguished the In the private or close which shows that the draftsman envisaged their applica­ this not be needed or corporation may desired; probably tion to publicly owned corporations. I need not remind the and the shareholders will be same managers the you of the difficulties which these statutory norms have and will not people clearly differentiate what they do in caused to those wishing to provide safeguards perfectly one from what do in the capacity they other. The idea that reasonable in the case of dose corporations. Leading must as directors for the benefit they manage fiduciary of cases, such as McQuade v. Stoneham, Clark v. Dodge, themselves as beneficial owners passive will strike them and Benintendi v. Kenton Hotels, illustrate these diffi­ as nonsense. in the legalistic Again, public company the culties. To an Englishman it is strange that corporate shares of stock must be the freely transferable; so-called codes such as that of Delaware, which are notoriously lax "owners" demand a liquid investment. In the close in failing to provide important safeguards against abuses, this is not to corporation likely be wanted any more than should nevertheless be strict in matters which seem to us it is in a The partnership. incorporators want to continue to be essentially matters for the parties themselves to as albeit with the partners advantages of corporate per­ settle. There are now clear indications that the same view do not want other sonality; they people to be able to step is beginning to appeal to American courts and legis­ into the shoes of their co-partners. latures. As a result of the Benintendi case the New York

Both and America have a England evolved type of statute was modified so as to provide in one jurisdiction suited to corporate body brilliantly meet the requirements some of the flexibility inherent in the English model. 4 The Law School Record Vol. 4, No.3

deemed to have accounted for that. In other cor­ More recently a New Jersey case (Katcher v. Ohsman) words, is freed from the double taxation in­ has shown a marked change in judicial attitude which porate trading earlier rule. volved in America. This somewhat mixture may herald a general reversal of the rigid illogical means that cor­ Similar considerations apply to restrictions on the of corporate and partnership principles America to be transfer of shares. English law has always regarded com­ porate trading is far less likely than in constitution tax-wise and at least to pany shares as creatures of the company's disadvantageous equally likely be Whereas tax law has tended and therefore as essentially contractual choses in action. advantageous. English to the American revenue Hence there is no legal objection to the contract forbid­ encourage private, company, law has tended to the close the ding or restraining the freedom of transferability of the discourage corporation; new in the Internal Revenue Code shares or rights which it creates. Indeed, one of the essen­ provision entitling certain to elect to be taxed as tial conditions of recognition as a private company is partnerships corporations accentuate tend­ that the constitution should "restrict the right to transfer (but not vice versa) may perhaps this its shares." The most common form of restriction is to ency. to make give the directors an unfettered veto on transfers, thus Before leaving the private company I ought nature evolution has not with­ enabling them to preserve the essentially personal it clear that its proceeded entirely of the association just as effectively as in a partnership. out problems. The famous case of Salomon v. Salomon, down the No one has ever argued that such a far-reaching restric­ which is its parent, laid corporate entity prin­ have found tion, or an option or right of first refusal vested in the ciple with such rigor that English judges other shareholders, is invalid. (Perhaps I may here add much greater difficulty than their American colleagues in parentheses that the option must be vested in the in piercing the corporate veil when public policy so de­ various immunities to other shareholders, not in the company itself, for in mands. Further, the granting of un­ caused to be taken of them England a company cannot purchase its own shares private companies advantage convenient to less they were expressly issued as redeemable preferred by public companies which found it oper­ shares and then only subject to stringent safeguards.) ate through private subsidiaries. This abuse made it for the to subdivide com­ This conception of a share as a contractual chose in necessary legislature private and to action is not, of course, unknown in America. As Holmes panies into two classes-exempt nonexempt-and the most from said in one of his early cases: "Stock in a corporation restrict prized advantage (freedom pub­ to the world its balance sheet and ... creates a personal relation analogous otherwise than lishing profit-and-loss to the class. To be technically to a partnership. There seems to be no greater account) exempt exempt, companies and conditions to objection to obtaining the right of choosing one's asso­ must satisfy detailed rigorous designed insure that are concerns. allow­ ciates in a corporation than in a firm." But in America they genuine family Still, for these there can be little doubt that the contractual aspect has always had to struggle with ing complications, the has met a need felt the conflicting notion that a share is "property," the aliena­ private company satisfactorily in America but for which American law has not tion of which must not be unreasonably restrained. Hence equally restrictions which in England would have been freely as yet supplied an equally satisfactory instrument. allowed have been struck down. Only recently do the In most respects, therefore, the English legislature and American courts seem to be allowing the contractual courts have relied on partnership principles to a greater American. But there are some concept to triumph. A strong example of this is the re­ extent than have the converse is true. One is in cent Massachusetts case of Lewis v. Hood. But as yet respects in which the example under this development has stopped short of allowing an abso­ connection with the doctrine of pre-emptive rights to sub­ lute veto. which the existing stockholders have the right Similarly in the sphere of taxation English law has scribe for further capital issued by the company. England has never this doctrine as a allowed the partnership analogy to prevail to a greater adopted compulsory legal rule. similar are conferred extent than in America. True, England agrees with Commonly rights expressly in the constitution of a and, until the America in regarding the incorporated company as a private company, latest the. Table A so But separate taxpaying person and to this extent distinguishes revision, optional provided. in the absence of the restraint on it from a partnership which is not. True, too, there is express provision only directors is that entailed the rule that must the possibility that corporations will be subject to taxes the by they act as fiduciaries when further In other from which individuals are free. On the other hand, the issuing capital. law has been what some Ameri­ corporation is not subject to the additional surtax ap­ words, English always can wish American law had been and what it plicable to individuals in the higher tax brackets, and, writers has now become in states. The strict rule, within limits similar to those imposed by your accumu­ many original was a of lated earnings tax, surtax will be avoided on plowed-back however, logical application partnership prin­ profits. As regards distributed profits, the stockholders ciples, and the partnership analogy was expressly adopted was formulated in 1807 in the will be liable to surtax on the dividends received but not when the rule originally to ordinary income tax-the company's assessment is Continued on page 20 Vol. 4, No.3 The University of Chicago Law School 5

At the dinner preceding the Second Ernst Freund Lecture. From left to right: Walter Cummings, Jr., Norman Bridge Eaton, William Burns, '31, Keith Parsons, '37, Stuart Brad­ ley, '30, P. Newton Todhunter, '37, Justice Schaefer, '28, and Hubert Will, '37.

The Honorable Walter V. Schaefer, JD'28, Associate Justice of the Supreme Court of Illinois, delivering the Second Ernst Freund Lecture.

The Second Ernst Freund Lecture

Two years ago The Law School established a biennial lectureship in honor of Ernst Freund, distinguished member of the Faculty in the School's formative years and pioneer in the field of administrative law. The first Dean Levi, Visiting Professor John Dawson, with Donald Remmers and Harris of the American Bar Center, lecture, entitled "Some Observations on Supreme Court Whitney at the cocktail party preceding Justice Schaefer's lecture. Litigation and Legal Education," was delivered by Mr. Justice Felix Frankfurter in 1953. The Second Ernst Freund Lecture was presented this spring by the Honor­ able Walter V. Schaefer, JD'2S, Associate Justice of the Supreme Court of Illinois. Justice Schaefer's topic was "Precedent and Policy." The lecture will be printed and made available to all alumni. Immediately prior to the lecture, the School held a din­ ner in honor of Justice Schaefer. The guests included Jus­ tice Charles Davis, JD'34, Justice Schaefer's newly elected colleague, and judges of the local federal courts, the Cir­ cuit and Superior Courts of Cook County, and the Municipal Court of Chicago. Present as well were officers of the Illinois State Bar Association, officers and mem­ bers of the Board of Governors of the Chicago Bar Asso­ ciation, members of the Committee of the Law Visiting Professor Karl Llewellyn, who introduced Justice Schaefer; of School, representatives the American Bar Center, and Morris E. Feiwell, '15, President of the Law School Alumni officers and members of the Board of Directors of the Association; and Andrew Dallstream, '17, Vice-President of Law School Alumni Association. the Association, at dinner preceding the Freund Lecture. 6 The Law School Record Vol. 4, No.3

Book Review The following review first appeared in Volume 7, Num­ ber 3, of the Journal of Legal Education and is reprinted here with the permission of the Journal and of the author.

Cases on Commercial and Investment Paper. By ROSCOE STEFFEN. Second Edition. Brooklyn: Foundation Press, 1954. Pp. xl, 1024. With Statutory Material pamphlet, Pp. xi, 104. $9.00.

This is a beautiful casebook, certainly one of the best in the business. For those who are already admirers of the first edition, a paragraph from Steffen's preface will be enough to whet the appetite: Professor Max Rheinstein with Dr. [iro Matsuda, Judge of "This edition does not differ greatly from the first, put out the High Court of Tokyo and President of the Judicial Re­ fifteen years ago. It is somewhat better organized; there are search Institute of Japan, who was a recent visitor at the a number of new cases; and, two or three new sections have Law School. emerged. Some interesting pictures of typical paper have " been added. But in the main, it is the same 'team of horses.' (P. xi.) Visitors Distinguished For people to whom the original team of horses is not well these are some of the virtues both of it and The School was recently pleased to welcome the Honor­ known, able John Vincent Barry, Justice of the Supreme Court of the new one. of Victoria, Australia, and chairman of the Department First, organization around transactions. Commercial of Criminology of the University of Melbourne. Justice law can be very blind and very dull, or otherwise, de­ on whether one sees or does not see what Barry addressed the student body on "The Administra­ pending goes tion of Criminal Justice in Australia." on behind the papers. Steffen's organization around Dr. Jim Matsuda, president of the Judicial Research typical transactions and his factual introductions to each and Training Institute of Japan, and judge of the High section and sharp footnotes to each case help both new­ comers and old hands to understand the commercial facts Court of Tokyo, was a visitor at the Law School in May. behind the courts' Dr. Matsuda, an authority on the corporation law of opinions. Japan, is touring the United States studying American Second, organization, within the separate sections, methods of legal education. around history. We all know that commercial law has United States District Judge Gus J. Solomon, of Port­ deep roots in the past. But unless those roots are 'laid before us we not realize how alive are In land, Oregon, spoke recently to members of the student may they today. body. Judge Solomon discussed practice before the Fed­ Steffen, we meet Lord Mansfield frequently, and behind eral District Courts. him, "a certain Marius," in context, close to the recent cases. It is amazing how the old law persists and illumi­ nates the new. For instance, take the first case in Section 1, Chat v. Edgar, on p. 4. It was decided by the Court of King's Bench in 1663, but the transaction might have happened yesterday (substituting a bank or finance com­ pany for the parson as the drawer of the draft), and the result would be the same today. Or compare Lord Mans­ field in Pillans and Rose v. Van Mienop and Hopkins (K.B. 1765), on p. 789, with the Uniform Commercial Code, Section 5-106(1) : "No consideration is needed ... " to establish a credit.... And have not Price u, Neal (K.B. 1762), on p. 446, and Gill v. Cubit (K.B. 1824), on p. 586, been fighting issues in the hearings before the Law Revision Commission of New York, in 1954, on the Uniform Commercial Code? The old commercial law, unlike so much of the feudal law of land, is still Bigelow Fellow Robert Samek, Justice Barry, and Professor alive and kicking, and illuminates the present wonder­ E. w. Puttliammer, following Justice Barry's lecture. fully. Vol. 4, No.3 The University of Chicago Law School 7

Third, bank collection and payment, and also bank discount, both of. cash items and of documentary drafts, are treated in some detail. This is confusing country. No doubt its terrors have been lessened for many small de­ positors by Federal Deposit Insurance; but banks still do fail sometimes, and not all items are under $10,000. And, aside from any failure, people do stop payment on some checks, creditors levy attachments upon bank accounts, and buyers of goods do sometimes garnish, in the bank, the payments they have just made against delivery of documents. So Steffen's Sections 22 (Stop Payment and Adverse Claim), 23 (Counter and Clearing House Pay­ ment), 24 (Payment by Draft), and 25 ("Solvent Credit") are important and live law. Fourth, "[i] nvestment securities are dealt with in greater detail than in the first edition. They owe too much to commercial paper to be allowed to go their own way, as something sui generis." (p. xi.) I am sure that this is right. Negotiability and its results, I take it, were not invented for the benefit of any special group of hold­ ers, but to make transactions in the market more secure. The most active markets that we have today for paper and the accompanying rights are securities exchanges. If anything should be negotiable, securities should be. So it is right to treat their law, as this book does, in direct rela­ tion to the law about commercial paper out of which, David C. Fellow at the Law who indeed, it grew. Jackson, Bigelow School, has been awarded the the Association the The Statutory Material pamphlet prints the Negotiable Fellowship of of Bar the of New Instruments Law, the Uniform Stock Transfer Act, the of City York. Hofstadter Act, the A.B.A. Bank Collection Code and Deferred Posting Statute, and some less important bank­ Faculty Notes ing statutes. It does not print, for lack of space, the rele­ vant Articles of the Uniform Commercial Code. (In Professor Philip B. Kurland has been awarded a Guggen­ Pennsylvania, or wherever else that Code may be en­ heim Fellowship for study in Great Britain. His work acted, students will, of course, own a copy of it anyway, will center around a study of the Office of the Director and will need to check the cases against its provisions, of Public Prosecutions and will involve such questions just as they must now check them against the NIL, etc.) as: (1) What conditions and considerations have given Instead, Steffen sets out sections of the Code, with his rise to the creation of the Office? (2) What functions own sharp comments, under the cases where they seem does it now perform and what functions has it performed most relevant. in the past? (3) What is the relationship between the Those of us who have worked so long and hard, Office, the executive, the legislature, the courts, the Bar, whether successfully or not, to make the Code both fair and the police? (4) Who have the Directors of Public and clear, cannot but be grateful to Steffen for the acute­ Prosecution been, where have they come from, and where ness of these comments. If, sometimes, they seem to raise did they go? (5) What is the relationship between the problems which a fuller study of the Code itself might Office and the Press? (6) What statistics and other data dissipate, that is just another illustration of the enormous are relevant to a comparison between the way the Office of clear over a difficulty drafting such large and diverse works and the way our prosecuting attorneys work? front. David C. Jackson, Bigelow Teaching Fellow, has been Whether a given school will use this book or not will appointed Fellow of the Association of the Bar of the depend chiefly on how it organizes courses in Commer­ City of New York. The Association grants only one such cial Law. as new If, under the plan at Harvard, the whole Fellowship each year; the Fellow works with the com­ law of commerce is treated as one field, there will not be mittees and staff of the Association on research projects for time the detailed development that Steffen gives. But which the Association sponsors. Mr. Jackson, who is from if the assigned subject is the law of Bills and Notes alone, Newcastle-on-Tyne, took his degree in law at Brasenose or that plus Bank Collections and Investment Paper, this College, Oxford University, with first-class honors; he is a grand tool. CHARLES BUNN, University at Virginia. was also president of his College Law Society. 8 The Law School Record Vol. 4, No.3

Robert McDougal, '29, Robert Klein, and Sheriff Joseph D. Professor Frank Remington, Dr. Addison Duval, and Pro­ Kaloen continue their discussion the Lohman, at the Conference on Insanity and the Law. fessor Harry following Dinner Session of the Conference on Insanity and the Law.

Participants in the Round Table Session of the Conference At the Conference on Insanity and the Law, Elmer Gertz, Wilber who at the discussion, on Insanity and the Law. Left to right: Professor Frank Professor Katz, presided panel Remington, Dr. Manfred Guttmacher, Professor Herbert and Dr. Franz Alexander, Director of the Institute for Psy­ Wechsler, Professor Henry Weihojen, Professor George choanalysis. Dession, Dr. Franz Alexander, Mr. Abe Fortas.

Arnold, Fortas & Porter, Washington; and George Des� Insanity and the Law Conference sion, professor of law, Yale Law School. Prominent lawyers, professors, public administrators, and psychiatrists from many parts of the country took part Law Review Reunion in The Law School conference, "Insanity and the Law." The conference, one of the regular Conference Series The Fifth Annual Reunion Banquet of the University (The Law School Record, Winter issue), was held Febru­ of Chicago Law Review took place at the Quadrangle Arthur Under­ ary 28. Some of the men who participated were: Dr. Club on May 18. The Honorable Larsen, Addison Duval, assistant superintendent, St. Elizabeth secretary of Labor, was the featured speaker of the eve­ Hospital, Washington; Herbert Wechsler, professor of ning. Roger Cramton, one of the retiring Managing law, Columbia University School of Law; Joseph D. Editors of the Review, presided. A brief summary of the Lohman, sheriff of Cook County and former Law School work of the Review during 1954-55 was presented by faculty member; Dr. Franz Alexander, Director, Institute Norman Abrams, retiring Editor-in-Chief. Professors for Psychoanalysis; Dr. Manfred S. Guttmacher, Chief Brainerd Currie and Karl Llewellyn presented, in verse, Medical Officer, Supreme Bench of Baltimore; Abe Fortas, two highly unusual casenotes. Vol. 4, No.3 The University of Chicago Law School 9

Summer Quarter Courses National Conjerencc of Law Reviews CRIMINAL LAW. FRANCIS A. ALLEN, Professor of Early in April the University of Chicago Law Review Law, Harvard University; Visiting Professor, The played host to the Third Annual National Conference of University of Chicago Law School. Law Reviews. Jack Beem and Bernard Nussbaum, Asso­ ciate Editors of the host Review, were Co-Chairmen of CIVIL PROCEDURE. Jo DESHA LUCAS, Assistant Pro­ the Conference. fessor and Assistant Dean, The University of Chicago The Conference was attended more than a hun­ Law School. by dred delegates, representing thirty law reviews. Two LEGISLATION. ROBERT MCCLURE, Professor of Law, days were spent in panel discussions of editorial, produc­ of Minnesota; Professor, Univer­ University Visiting tion, and circulation problems common to all reviews. of Law School. sity Chicago The featured speaker at the Annual Dinner was Mr. ACCOUNTING. WILBER G. KATZ, James Parker Hall Lloyd Garrison, at one time Dean of the University of Professor of Law, The University of Chicago Law Wisconsin Law School and now a senior partner of School. Paul, Weiss, Rifkind, Wharton and Garrison, New York. CONSTITUTIONAL LAW. KENNETH SEARS, Profes­ sor of Law, The University of Chicago Law School. DAMAGES. WALTER BLUM, Professor of Law, The University of Chicago Law School, and ALLISON DUNHAM, Professor of Law, The University of Chi­ cago Law School. MORTGAGES. B. J. GEORGE, JR., Assistant Professor of Law, University of Michigan; Visiting Professor, The University of Chicago Law School. EVIDENCE. DELMAR I\.ARLEN, Professor of Law, New York University; Visiting Professor, The University of Chicago Law School. INTERNATIONAL LAW. BRUNSON MACCHESNEY, Professor of Law, Northwestern University; Visiting Professor, The University of Chicago Law School. SEMINAR: AN EXAMINATION OF THE ECO­ Norman Abrams, Professor Roscoe Steffen, Lloyd Garrison, NOMICS OF SELECTED FEDERAL REGULA­ Bernard Nussbaum, and Jack Beem, Co-Chairmen of the TORY AGENCIES. AARON DIRECTOR, Professor of Conference, and Martin Lipton of the NYU Law Review. Economics, The University of Chicago Law School.

Robert Hamilton, Managing Editor, Professor Harry Kaloen, Norman Abrams, Editor-in-Chief, lloyd Garrison, Professor William Crosskey, and Harold Ward, Managing Editor, at The Dinner Meeting of the National Conference of Law the cocktail party preceding the dinner meeting of the Reviews. National Conference of Law Reviews. 10 The Law School Record Vol. 4� No.3

William P. Mactlrachen, [r., '11, newly elected President of the Law School Alumni Club of the District of Columbia, address­ ing the recent meeting in Washington at which Dean Leui spoke.

Alumni Meetings

In recent weeks five alumni meetings have been held in elected officers of the Washington Alumni Club are: various parts of the country, and, as copy for this issue William P. McCracken, Jr., '11, president; Marcus Cohn, goes to the printer, three more such gatherings are immi­ '38, vice-president; Melvin Spaeth, '52, secretary; Newell nent. Clapp, '34, placement chairman; and Milton P. Semer, chairman. The alumni of the Kansas City area were hosts to '49, program On the occasion of the Annual Professor Sheldon Tefft in April at a meeting arranged seventy-ninth Meeting of the Illinois State Bar Professor Brainerd by George Leonard, '29. Professor Tefft, at a dinner at Association, Currie and Assistant Dean Ratcliffe attended an the Kansas City Club, discussed recent developments in James alumni luncheon in Rockford. Stanton E. of the program of the School. The following afternoon he Hyer, '25, for the attended a baseball game at which, either because of his Rockford, arranged meeting. On the Alumni the presence or in spite of it, the Chicago White Sox defeated June 2, during University's Week, Class of 1935 held a Reunion Dinner at the the Kansas City Athletics by a score of 29-6, tying the Quadrangle major-league record. Club, with Robert Shapiro and Sidney Zatz in charge. Morris E. Feiwell and F. Tenney did the plan­ Edward C. Fritz, '40, arranged a dinner meeting in Henry for the Fortieth Reunion of the Class of held Demas in honor of Professor Wilber G. Katz, who had ning 1915, the week, on June 10 and 11. traveled to Dallas to speak at Southern Methodist Uni­ following On 10 also, Professor Brainerd Currie and Assist­ versity's annual Lawyer's Week. June ant Dean James Ratcliffe at an alumni luncheon Dean Edward H. Levi visited the alumni in New York spoke in Cincinnati, the Seven and in F. for­ during Big Regional Meeting Washington mid-May. George James, Jr., of the American Bar Association. merly a member of the FacuIty of the School, was in The School held a luncheon meeting for all alumni charge of the luncheon meeting at the Bankers Club. on Friday, June 3, during University Alumni Week. The The purposes of the set Washington luncheon, up by luncheon was held on the lawn, between the Law Build­ H. Charles Ephraim, '51, and Milton P. were Semer, '49, ing and the Law Dormitory, as were several similar twofold. Dean Levi reported on some aspects of the meetings during the dedication of the American Bar School's and the also as program, gathering served the Center last summer. Professors Brainerd Currie, Allison initial organizational meeting of the University of Chi­ Dunham, and Max Rheinstein discussed recent Supreme cago Law School Alumni Club of Washington. Newly Court cases. Vol. 4, No.3 The University of Chicago Law School 11

Akron Bar Association. He served as a member of the Akron Board of Education during a period in which he took a prominent part in defeating the efforts of the Ku Klux Klan to take over the Akron school system. He was active also in local Democratic politics and in Masonic and American Legion affairs. At the time of his death he was a director of eleven corporations and a trustee of five charitable and educational institutions. COLA G. PARKER, JD'12, of Neenah, Wisconsin, has been nominated for the presidency of the National Asso­ ciation of Manufacturers. Mr. Parker, chairman of the Kimberly-Clark Corporation, is a national vice-president and director of the NAM. He is a former chairman of The meeting of Dallas alumni and wives honoring Professor the National Industrial Conference Board, chairman of Wilber Katz, who is seated in the center at the far end of the the Federal Home Loan Bank of Chicago, and a member table. On Professor Katz's is Edward C. Fritz, '40, who of the Commission on right. Foreign Policy. the arranged meeting. THOMAS S. EDMONDS, JD'2S, will soon take office as president of the Illinois State Bar Association. Mr. Ed­ Alumni Notes monds is now completing his term as first vice-president and has been active in the Association for many years. JOHN POTTS BARNES, JD'24, has been appointed General He is a member of the firm of Edmonds and Linneman, Counsel of the Internal Revenue Service. During his Chicago. many years of practice in Chicago, Mr. Barnes has on occasion taught at The Law School as a Lecturer in Law. At the time of his appointment, and for some years Alumni Fund Meeting previously, he was a member of the Chicago law firm of Edward of Board of of Mclvinney, Carlson, Barnes and Smalley. Mr. Barnes has Ryerson, Chairman the Trustees the of was the featured at a agreed to speak at The Law School's annual Federal Tax University Chicago, speaker luncheon held in at the Club Conference, to be held this year on October 26-28. meeting May University for alumni who are on the current Alumni HENRY WEIHOFEN, JD'28, JSD'30, Professor of Law at working Fund P. General Chair­ the University of New Mexico, was the recipient of a Campaign. Dwight Green, '12, man of the Glen A. Trustee of the double distinction this spring. He was selected to deliver Campaign; Lloyd, '23, and former President of the Law School the Annual Research Lecture at the University of New University Alumni Association; Morris E. Feiwell, '15, President of Mexico (nomination as lecturer may be made of any the Alumni and Dean Levi also faculty member of the University in recognition of out­ Association; spoke standing work in research). A short time later Professor briefly to the more than fifty fund workers in attendance. Weihofen received the Isaac Ray Award from the Amer­ ican Psychiatric Association. The Ray Award is presented Did in each year for outstanding work in furthering understand­ What '30 251 between and on ing psychiatrists lawyers legal questions JEROME S. WEISS, '30 involving mental disorders. Professor Weihofen was one Not was it the class in the of the of the participants in the Law School's Conference on only largest history but it was studded with more brilliant mem­ Insanity and the Law, held during the Winter Quarter Law School, bers than other class, as them would be of this year. any anyone of the first to acknowledge.-ELI E. FINK, President, Class ALBERT S. LONG, JR., JD'47, has been appointed Gen­ of '30. eral Solicitor of the Chicago, Indianapolis, and Louisville a of in­ Railway Company, generally known as the Monon. This modest statement for such rugged group We note with regret the recent deaths of two alumni dividualists is not so self-serving as appears at first blush. of the School. WILLIAM G. STONE, JD'18, was a lifelong Consider if you will these dialectical truths: resident of St. where he from Joseph, Missouri, practiced a) The only class with 121 members. A sharp contrast the time of his He served as of the graduation. president to the 47 members in each of the classes of 1910 and 1940; St. Joseph Bar Association and was active in church and The class to 9 Coif men; reputedly charitable work, the American Legion, and the Masonic b) only produce due to the over-all scholastic excellence; order. ROBERT GUINTHER, JD'lS, was an eminent member and of the Bar of Akron, Ohio, for many years. He was c) The last class to savor the brilliance, learning, president of the Ohio State Bar Association and of the challenge of each of these great ones: Hall, Freund, 12 The Law School Record Vol. 4, No. J

"I have a Mechem, Bigelow, Hinton, Bogert, Puttkammer, Sears, been busy man. I have enjoyed my law practice and Woodward; as well as my business activities and community and church work. My ties with have been close and a d) The first class to the of the my family very greet deep depression source "­ of increasing pleasure and satisfaction to me.... and its to the end that thirties, surviving ravages approxi­ R. GUY CARTER. mately 7S per cent of its members remain in active, sue­ "I consider in been cessful practice; myself fortunate having extremely busy during the past twenty-five years and having engaged The class to these matters e) only large enough give you sig� in of great variety and interest. . .. All in all, the nificant statistics: of the 7S cent in the law law has been to and I have per remaining kind me, been very happy in my practice, approximately 36 per cent are with firms, 20 chosen profession. Not among the least of the values derived the have per cent practice alone, 13 per cent are in government from practice been the close friendships which have been the with so law positions, 4 per cent are in business-law positions, developed through years many fellow­ attorneys and clients and the continuance of the warmth and 2 per cent in law teaching, lecturing, or writing; of affection for each other displayed on so many occasions dur­ f) The only class whose twenty-five-year continuing ing the last twenty-five years by the members of the Law is youthful vigor the only possible explanation for its School Class of J930."-ELI E. FINK. absence of representation on the judiciary; "Have always looked backward with joy at the happy g) The only class that can successfully boast of a for­ hours at the University of Chicago, and at the Law School. eign news editor, three "sound" bankers, an investment Am very proud at the high standing of our Law School."­ banker, a chairman of the board of two national banks, MILTON L. DURSCHLAG. a of a to representative large insurance company in the Mil­ "Were I enumerate my blessings, prominently listed lion Dollar Club, the general counsel of TVA, the chief among them would be the friendship and consideration of and the counsel of Chicago's Aldermanic Crime Committee, two my fellow-attorneys lasting regard 'and respect, not husband-and-wife law partnerships and another that only of my clients, but of my adversaries."-FRANCIS G. IOLY. might have been, two professors of law, four local bar "Dear me! It seems that association presidents, a director of industrial relations of Twenty-five years. only yesterday I was about one of worrying whether would me, and the largest corporations in America, a Ph.D., an Putty flunk Doc Freund was asking, 'Is that very obscure?' "-GORDON embryonic Ph.D., two LL.D.'s, and at least one named MOFFETT. in Who's Who in America; "From the questionnaire, you have convinced me how h) The only twenty-five-year class whose rec­ military utterly dull and unimportant my life has been."-STANLEY ord indicates for each 20 that, members in military serv­ I. MORRIS. ice, 16 were officers; whose activities in their respective "If I had to do it all over again, I don't know what I communities are led 41 out by of every 8S of its members; would change."-RAYMOND PERLMAN. and whose activities in judicial, quasi-judicial, bar associa­ "In tense and tempestuous times, your alumnus carried tion, or similar professional pastures are nurtured 30 by the flag high and straight down the narrow path of virtue. out of each 8S of its members. Though he looked to left and right, ducked when required, We could go on with various other firsts and lasts, but and halted when necessary, his march has continued, 'some­ what to be but and and by now you must be convinced of your meritorious Class slowly sure, forward forward for­ ward, he not where."-lRvING PETER PFLAUM. of '30. It is not due to impoverishment of classical knowl­ knows an old edge that we fail to quote appropriate learned statements "lust country lawyer, with all the trials and tribula­ from the tions and and downs that with classics of Aristotle, Socrates, Plato, or even ups go twenty-five years of such H. PRENTISS. Machiavelli to further indicate the culture of the class. practice."-STANTON

We as I .... thought, however, you would be more interested in "Nothing happened originally planned It's been the a crammed-full I was here to see and philosophical gems uttered by certain of our class­ quarter century; glad mates after participate in it....-ROBERT G. REED. which, twenty-five years, may aptly describe your own state of mind: "I am just a hardworking, conscientious attorney at law." -EDWIN T. SCHNEBERGER. "Living a full life-a large family, a and busy practice, " participation in a multitude of activities of the organized ... I might say that the general foundation I received in bar, civic and charitable organizations."-WILLIAM H. Law School has greatly increased the pleasure I have in my ALEXANDER. work-a-day practice of the law."-DoNALD L. VETTER.

"A lot on me As in there are the and dark of people depend for advice on a vast array every picture, bright spots. of subjects. They think it is good, and probably most of it is." -MERRITT BARTON. Dark Spots "All We mourn the death of the of our class­ of my experience has pointed toward the work I am following now which is to mates: Neil Richard R. Arthur W. doing, help family and businessmen do a Ausmus, Isaacs, [ank­ better their job of planning estates. It is very fascinating and low, Henry M. Kline, Harry M. Newburger, and Jerome rewarding work."-LESTER F. BECK. H. Solomon. Vol. 4, No.3 The University of Chicago Law School 13

We regret that, owing to lack of any record, we have deep-sea fishing, photographic work, piano, golf, and travel. been unable to contact the following of our classmates: Headed capital funds drive for Hebrew University in 1953. Married and has two sons a Robert E. Chaffee, Pao Heng Chang, Arthur A. Rai­ and daughter, ages three and mond, and Harry Sonenthal. a half to eleven. Horne address: 618 N. Elm, Beverly Hills, Calif. Office: 9441 Wilshire Calif. Our attention has been directed to the fact that our Blvd., Beverly Hills, good friend, Bob Raleigh, has been seriously ill and hos­ BARRETT, EDWARD J.-Printing and publications officer, Cat­ pitalized and therefore unable to return his question­ aloging Division, Office of Assistant Secretary of Defense. naire. We Practiced law for six and wish him Godspeed and an early recovery. only years then joined staff of Director, of and in By reason of their failure to return a questionnaire, we Department Registration Education, as are to Springfield and chief clerk under Governors unable inform you of the acts and doings of class­ attorney Horner and Green. federal mates: Began government service in 1941 with Provost Marshal General's Office; appointed to Charles W. Allen Robert L. Katz Supreme Commander for Allied Powers Headquarters George H. Allison Louis H. Kohn, Jr. in the (SCAP) Pacific and flew from Washington, D.C., to Chester L. Anderson R. McCabe James Tokyo, assisting members of legal staff, Japanese Ministry William l-I. Brown Frank A. McKinley of Communications, to draft legislation for regulation of Ruth Carmichael Asa Merrill J. their civil communications, including radio, telephone, and James C. Cobb Charles M. Moss telegraph. Also served in Office of Chief Financing Officer James V. Ford Harold A. Olson as assistant chief, Securities Section. Appointed to Munitions John W. Golosinec D. Parratt Spencer Board. Unmarried. Horne address: 7923 Dogwood PI., Bel­ Grossman Samuel S. Poll Sidney yea vedere, Falls Church, Va. Office: Department of Defense, Stuart Hertz Robert N. Reid Assistant Secretary of Defense, Washington 25, D.C. Mrs. Stuart Hertz Maurice Schraeger MERRITT.-Field Harold A. Hughes William H. Sloane BARTON, solicitor, Santa Fe, New Mexico, in Office of Arthur J. Jennett Ralph E. Webb Solicitor, Department of Interior. Member, Fed­ eral Bar Association and Association of Joseph S. Jones M. Jay Weinstein Interstate Commerce Practitioners. U.S. World Oscar A. Jose, Jr. Maurice S. Weinzelbaum Navy, War I; lieutenant com­ mander and commander, World War II. Practiced law in Canal Zone, 1932-34. Married. No children. Horne address: Bright Spots 1830 Kiva Rd., Santa Fe, N.M. Office: Box 1728, Santa Fe, The is N.M. following information summarized from ques­ tionnaires received from your busy classmates. Except in BECK, LESTER F.-Agent, Connecticut General Life Insur­ orator did not necessary self-interest, your unduly indulge ance Co. Served as trust officer in Chicago banks, 1930-35; in any poetic license to expand or contract information assistant counsel of National Board of Fire Underwriters, submitted. If either "too little" or "too much" is noted, New York, and counsel, National Automobile Underwriters just remember you said it-so we printed it! Association, 1935-41; served as chief, Insurance Section, Army Ordnance, 1941-42; chief, Central Insurance Divi­ ALEXANDER, WILLIAM H.-Partner, law firm of Ashcraft & sion, Navy Department, 1942-44; secretary, Travelers In­ Ashcraft. Chicago Bar Association: Board of Managers; surance Co., 1944-46. Married and has two children, chairman of committees-Real Property, Probate, and Trust ages six and nine. Horne address: 65 Blue Lane, West Law; Nominating, Legislative; member of committees­ Ridge Hartford 7, Conn. Office: 64 Pearl St., Hartford 4, Conn. Bankruptcy; Post-admission Education; Conference Lawyers and Realtors; Public Information. Illinois State Bar Associa­ BERKENFIELD, Roy K.-Vice-president, South Side Bank tion: Real Property Section; Legislative. American Bar As­ and Trust Co. Reached Army rank of lieutenant colonel sociation: Real Property, Probate, and Trust Law; member, and now commands the only Army Reserve Tank Battalion Law Club of Chicago. Wilmette village president, 1945-53; in Illinois. Married. No children. Horne address: 5325 president, Wilmette Rotary Club, 1953-54. Married Jane Woodlawn Ave., Chicago. Office: 4659 Cottage Grove Ave., Ashcraft, who attended University of Chicago Law School, Chicago. 1928-29. Has five sons and two daughters, ages five to BERNARD, FRANK C.-Partner, firm of Sonnenschein, Berk­ nineteen. Horne address: 1025 Mohawk Rd., Wilmette, Ill. son, Lautmann, Levinson & Morse. Chairman, Real Office: 105 S. La Salle St., Chicago. Prop­ erty Law Committee, Chicago Bar Association; member of ALBERT firm of ALLEN, H.-Member, Albert H. Allen and Committee on Landlord and Tenant, Illinois State Bar As­ Michael J. Fasman. Los State of Member, Angeles, California, sociation; member of Committee on Conveyancing and Re­ and Hills bar associations. Former member of Board Beverly cording Practices, American Bar Association; former mem­ of Hills Bar Association. Trustees, Beverly Past president ber, Committee on Defense of Prisoners and of Younger Guardians, Jewish Horne for Aged; president, American Members Committee, Chicago Bar Association. Has written Friends of Hebrew and University, member, Board of Di­ article for Chicago Bar Record on sale and leaseback trans­ rectors, Brandeis Institute. Has traveled Camp extensively actions and is now preparing one for Illinois Law Forum. over the last ten all the Central years through American Married and has a daughter and son, ages nine and twelve. and countries, Europe, round-the-world trip by plane. In­ Horne address: 6815 Crandon Ave., Chicago 49. Office: 77 terested in Asian affairs. Has number of hobbies, including W. Washington St., Chicago 2. 14 The Law School Record Vol. 4, No.3

Council BITTRICH, ROBERT F.-Pro secretary, Trust Department, COHEN, IRWIN N.-Chief counsel, Chicago City Harris Trust and Savings Bank. Member, Chicago Bar As­ Emergency Committee on Crime. Served five years as as­ Northern District of as U.S. sociation. Married and has a daughter who is now a student sistant U.S. Attorney, Illinois; of District for three at Lake Forest College. Home address: 2634 N. Sacramento Attorney (by appointment Judges) Ave., Chicago 47. Office: 111 W. Monroe St., Chicago 90. months; and as First Assistant U.S. Attorney for five months; and prior thereto, for five years, as attorney for STUART firm of Vetter BRADLEY, B.-Partner, Bradley, Pipin, Illinois State Tax Commission. Married and has two sons, & Eaton. American, Illinois, and bar as­ Member, Chicago ages twelve and fourteen. Home address: 2609 N. Hampden of Committee on Amendment of Ad­ sociations. Member Court, Chicago. Office: 105 W. Madison St., Chicago. miralty Rules of the Maritime Law Association. Teacher, law firm of Co­ admiralty law, Northwestern University, 1936-41. Author COPASS, MICHAEL Kzvs.e-Partner, Kumm, & Cook. Seattle Bar Association. Member, of number of articles on maritime legal subjects which ap­ pass President, Scouts of Seattle Area Council. peared in John Marshall Law Review, I.C.C. Practitioners Executive Board, Boy America, Bomber three in Journal, Waterways Journal and Magazine, and Chicago Lieutenant colonel, 13th Command, years and area. Married. Journal of Commerce. Chairman of Harbors and Water­ South Pacific, New Guinea, Philippines Association of Commerce. Has son, sixteen, and a fourteen. Home ways Committee of the Chicago age daughter, age address: 2904 W. Wash. Office: 552 Central Director of a local savings and loan association; on Review Crockett, Seattle, Committee for Family Services of Community Fund of Bldg., Seattle, Wash. Committee of North Shore Chicago; chairman, planning DAHLBERG, LE Roy W.-Senior partner, firm of Dahlberg, Scoutmaster of a Scout for three Area Council. Boy troop Simon, Jayne, Woolfenden & Gawne. Director, Detroit Bar a which won honors in all of and half years high phases Association, 1940; commissioner, State Bar of Michigan, Attained rank of lieutenant scouting work. colonel, serving 1941-44; Grievance Committee, State Bar of Michigan, overseas the ETO and awarded Bronze eighteen months in 1949-55. Phi Alpha Delta Legal Fraternity. President, Cran­ Star Medal. Married and has one son, sixteen, and three age brook Music Guild; trustee, Cranbrook Institute of Science. and fourteen. Home address: 750 daughters, ages seven, ten, Married and has a son and daughter, ages one and five. 135 S. La Salle 3. Bluff St., Glencoe, Ill. Office: St., Chicago Home address: 5363 Brookdale Blvd., Birmingham, Mich. Office: 2966 Penobscot Bldg., Detroit 26, Mich. BURGESON, R. W.-Partner, law firm of Marshall, Murtaugh & Burgeson. Member of Draft Board. Married. No children. DODD, DONALD B.-Private practice of law. With the 9th Home address: 1640 E. Fiftieth St., Chicago. Office: 231 S. Air Force in Europe, 1942-46. Married and has a daughter La Salle St., Chicago. and son. Home address: RD 4, West Chester, Pa. Office: Taylor Foundation Bldg., Chester, Pa. CAPPS, ALFRED T.-Second vice-president and manager, & Nixon. Tax Division, The Northern Trust Co. Author of articles DOUGLAS, GEORGE W.-Partner, firm of Douglas Board of Indiana State Bar Association. on taxation of trusts and estates. Trustee, Glencoe Union Member, Governors, Church. Married. No children. Home address: 780 Valley Married and has four sons, ages ten, sixteen, eighteen, and Ind. Road, Glencoe, Ill. Office: 50 S. La Salle St., Chicago 90. nineteen. Home address: 203 Jefferson, Valparaiso, Office: First State Bank Bldg., Valparaiso, Ind. CARTER, ROBERT Guy.-Senior partner, firm of Carter, DUNN, MAx.-Partner, firm of Dunn & Dunn (husband­ Gallagher, Roberts, Jones & Magee. President and one of and-wife team). Former secretary, Southwest Business Men's principal stockholders of Classified Parking System, which Association. Former vice-president, Lawn Manor Communi­ operates chain of 160 parking stations in principal cities of ty Center Men's Club; chairman, Southwest Side Com­ Texas. Has served as president of Texas Association of War Fund war. Married Annette Raphael, Claimants' Attorneys; vice-president, Dallas Bar Associa­ munity during of 1931. Has three sons; nineteen-year­ tion; chairman, Insurance Section of State Bar of Texas. University Chicago, old of on scholarship, other Director of National Parking Association. Chairman of attending University Chicago fourteen and nine and a half months. Home ad­ Board of Trustees of Canterbury House and St. Alban's sons, ages dress: 6545 S. Richmond St., Chicago 29. Office: 2417 W. Chapel, an Episcopal student center just off campus at St., 29. Southern Methodist University. Has served as president of Sixty-third Chicago Ex-Students Association of Texas Technological College. DURCHSLAG, MILTON L.-Engaged in private practice of law Present member of Vestry and chairman of Building Com­ and also operating Durchslag Realty Co. Draft Board ad­ mittee at St. Matthew's Cathedral Parish in Dallas. Married viser. Married and has three sons and a daughter, who is a and has four daughters, two of whom are married; the other junior at the University of Michigan. Home address: 3018 two attending Mount Vernon Junior College and Hockaday Palmer Square, Chicago. Office: 2308 Milwaukee Ave., Girls School. Home address: 4926 DeLoache St., Dallas, Chicago. Texas. Office: Eighth Floor, Gulf States Building, Dallas, FRANK J.-Assistant States of Cook Coun­ Texas. FERLIC, Attorney ty. Member of Chicago Bar Association. In private practice for fifteen hav­ CHAPMAN, LANDON L.-Private practice of law, specializing for seven years; assistant public defender years, in employee bankruptcy proceedings. Member, American, ing defended about 17,000 felons. Teaching criminal law and Illinois, and Chicago bar associations and Chicago Law In­ procedure at John Marshall Law School. One of a commit­ stitute. Married. No children. Home address: 1736 White tee instrumental in having Illinois Post-conviction Law St., Des Plaines, Ill. Office: 127 N. Dearborn St., Chicago 2. passed and its constitutionality upheld. Aided in eliminating Vol. 4, No.3 The University of Chicago Law School 15 the "Merry-Go-Round" discussed by u.s. Supreme Court. War Relocation Authority (WRA) as deputy director to Married and has a married daughter, as well as two other assist in returning evacuated Japanese-Americans to civilian daughters and two sons. Home address: 304 S. Delphia Ave., life and to help close relocation centers that had been ad­ Park Ridge, Ill. Office: 2600 S. California Ave., Chicago. ministered by WRA. As a government lawyer, was chief of Land Policy Division of the Office of the Solicitor of the FINK, ELI E.-Partner, firm of Fink & Miller. Left law U.S., Department of Agriculture, and in this capacity pre­ practice during 1944-45 to serve as comptroller of Shure pared a "Standard State Soil Conservation Districts Law" Brothers, Inc., manufacturers of military microphones and which was thereafter adopted in all forty-eight states, Puer­ headphones. President, Young Men's Jewish Council. Pre­ to Rico, the Virgin Islands, Hawaii, and Alaska; as solicitor sented with Medallion Award by Boys Club of America. and later as deputy director of the WRA, worked on Member of Advisory Board, American Civil Liberties Un­ pro­ gram for rehabilitating and relocating evacuees; first general ion; trustee of Steven David Epstein Memorial Foundation counsel of the Technical Cooperation Administration, set up since its inception in 1950. First person of Class of '30 whose to initiate Point IV program to help formulate basic policies name appeared in Illinois Supreme Court Reporter. Has and procedures. Married. No children. Home address: 116 written several articles for legal periodicals in the fields of E. Melrose St., Chevy Chase, Md. Office: 1606 New Hamp­ contract law, patents, and taxation. Making first European shire Ave. N.W., Washington 25, D.C. trip in summer of 1955. Married and has one son, age fif­ teen. Home address: 1311 Sunview Lane, Winnetka, Ill. GOLDBERG, ARTHUR A.-Vice-president and general counsel, Office: 105 W. Adams St., Chicago 3. Balaban & Katz Corp. Served in the U.S. Army eighteen months. Married. No children. Home address: 411 Roscoe FRY, VERLE in of law. Has N.-Engaged private practice St., Chicago. Office: 175 N. State St., Chicago. appeared as special counsel for Department of the Army, for Federal Reserve Bank of San Francisco, and for the In­ GOLDBERG, LOUIS B.-Associated with brother as member surance Commissioner of State of California. Left partner­ of the firm of Goldberg & Goldberg. Member, Decalogue Soci­ of and Illinois Bar Association. ship of Boyle, Holmes, Fry & Garrett in 1947 to engage in ety Lawyers Director, Young management of various businesses for a former client. The Men's Jewish Council; president, Congregation Beckier growth of these businesses resulted in his being administrator Cholim. Married and has two sons. Home address: 7714 Essex for nine divergent active businesses and inclusion in Who's Ave., Chicago. Office: 77 W. Washington St., Chicago 2. Who in Commerce and Industry for 1953. Married and has GOODMAN, IRvING.-Private practice of law. Served four one daughter, age fifteen. Horne address: 1637 Valley View years in the U.S. Air Force, 1942-46, with two in the Road, Glendale, Calif. Office: 3440 Wilshire Blvd., Suite years Pacific. Unmarried. Home address: 6843 Cornell Ave., Chi­ 704, Los Angeles 5, Calif. cago. Office: 33 N. La Salle St., Chicago. GERTZ, ELMER.-Engaged in private practice of law. Previ­ GORHAM, SIDNEY S., JR.-Partner, firm of Miller, Gorham, ously associated with law firm of McInerney, & Epstein Arvey, Wescott & Adams. Former treasurer and former member of Chicago. Member of Chicago Bar Association; president, Board of Managers, Chicago Bar Association. Married and Decalogue Society of Lawyers; chairman, Mayor's Housing has three children. Home address: 656 Ardsley Rd., Winnetka, Committee as well as Veterans Housing Committee. One of Ill. Office: 1 N. La Salle St., Chicago 2. founders and former president, Legal Committee of Housing Conference of Chicago. Former member of first Statutory GROSS, LEON R.-Federal administrator and attorney, De­ Advisory Committee to Chief Justice of Municipal Court partment of Justice, Office of Alien Property. Chairman, of Chicago. Former member of Advisory Board of Chicago Committee on Professional Ethics and Unauthorized Practice Council against Racial and Religious Discrimination and of the Bar Association of Hawaii; member, American Bar former secretary, having been twice presented with awards Association and Bar Association of Hawaii; legal counselor by the Council. Presented with award by Decalogue Society for Pacific War Memorial Commission. Received Ph.D. and of and saluted Lawyers by Chicago Sun-Times for his civic J.D. degrees. Formerly associated in Chicago with law firm of activities. Member of Club and various so­ City historical Marshall & Marshall and with Samuel A. and Leonard B. cieties and On National Board for Com­ groups. Advisory Ettelson. Admitted to practice of law by Supreme Court of mission on Law and Social Action of American Jewish Con­ Illinois and Supreme Court of Hawaii; also before U.S. on Board of American Friends of Hebrew gress; University; Court of Appeals and U.S. District Courts of Northern Illi­ Chairman of Civic Affairs Committee of Decalogue Society nois and Hawaii. Named special assistant to U.S. Attorney­ of Lawyers since formation of Committee. Former president, General. Served as naval officer in overseas duty and with Civil War Round Table. Author of various books, pamph­ Bureau of Aeronautics, Division of Surplus Property. Mar­ lets, plays, and articles. Married former secretary and has ried and has a son and a Home address: 2366 son, a premedical student at University of Illinois, and a daughter. Oahu T.H. Office: Office of Alien daughter in high school. Home address: 6249 N. Albany Ave., Honolulu, c/o Prop­ Ave., Chicago 45. Office: 221 N. La Salle St., Chicago. erty, U.S. Department of Justice, Honolulu, T.H. GLICK, PHILIP M.-Visiting Professor of Economic Devel­ GUTHMAN, SEYMOUR S.-Owner, firm of Slattery & Guth­ opment, University of Chicago. Member, American Bar As­ man. Served in the U.S. Army, 1942-45. Married and has sociation. In one ten. Home address: 3000 St. private practice for three and a half years and son, age Thirty-ninth N.W., twenty years as government lawyer. Served in the U.S. Navy Washington 16, D.C. Office: Woodward Bldg., Washington during World War II. Upon leaving the Navy, returned to 5,D.C. 16 The Law School Record Vol. 4, No.3

HALLOWS, E. HARoLD.-Partner, firm of Marshutz, Hoff­ having handled such outstanding cases as U.S. v. Quinn, 69 man & Hallows. Member, Judicial Council of Wisconsin; Fed. Supp. 488 and 188 Fed. (2) 252; U.S. v. Touhy & Ragen, president, Milwaukee Bar Association, 1948-49; president, 180 Fed. (2) 321; and Holzman v. Barrett, 192 Fed. (2) 113. Wisconsin Bar Association, 1953-54; chairman, Wisconsin Member, Committee on Defense and Prisoners, Chicago Bar Committee for Improvement of Administration of Justice, Association. Formerly associated with Cassels, Potter & Bent­ American Bar Association. Received Honorary Degree ley, where he handled labor relations and labor disputes for LL.D., Mount Mary College (Milwaukee), 1951; Director, number of large corporations. He was a member of that firm Milwaukee County Society for Mental Health (president, until 1941, when he joined the armed forces. Has a daughter 1952); director, Milwaukee Psychiatric Services; director, and son, ages twenty-five and eleven. Home address: Wash­ Institute of Human Education; member, Board of Gover­ ington Hotel, 167 W. Washington St., Chicago. Office: 105 S. nors, Mount Mary College; director, American Judicature La Salle St., Chicago. Society; member, Legal Panel, St. Vincent de Paul Society; JOLY, FRANCIS G.-Engaged in private practice of law. member, American Society of International Law. Married Member, Chicago Bar Association, Law Institute, and Delta and has a son and a daughter. Home address: 2544 N. Theta Phi Law Director, Blvd., Wauwatosa, Wis. Office: 324 E. Wisconsin Fraternity. Beverly Improvement Harding Association of chairman of Law and Com­ Ave., Milwaukee, Wis. Chicago; Zoning mittee, and member, Committee on Legislation of said asso­ HOWARD in of HANSON, Domas.e-Engaged private practice ciation. Married and has a married daughter who has pre­ law. Married and has three and fif­ sons, ages six, thirteen, sented doting grandparents with two granddaughters and a teen years. Home address: 10463 Tennessee Ave., Los Ange­ grandson. Home address: 9337 S. Claremont Ave., Chicago. les, Calif. Office: 650 S. Spring St., Los Angeles, Calif. Office: 77 W. Washington St., Chicago. HASTERLIK, JOSEPH.-General manager, Best Brewing Co. JONES, JOHN T.-Engaged in private practice of law. For­ Served in the Air Force. Unmarried. Home address: Army mer member, Board of Directors, Cook County Bar Associa­ 6834 Constance Ave., Chicago 49. Office: 1317 Fletcher St., tion; member, Public Relations Committee, Illinois State Bar Chicago. Association; member, Grievance Committee, Cook County Bar Association. Board of Wabash Ave­ HASTINGS, JOHN D.-Member, firm of Hubachek & Kelly. Member, Directors, nue YMCA. Married and has one sixteen. Home Member, Chicago Bar Association Committee on Consti­ son, age tutional Revision and Illinois State Bar Association Civil address: 6843 S. Indiana Ave., Chicago. Office: 305 E. Gar­ field Rights Committee. During the war served with OPA as Blvd., Chicago. Enforcement and Deputy Regional Attorney subsequently JONES, JOSEPH SEVERN.-General partner, firm of Ray, Raw­ Commissioner. Married and has two Hearing daughters lins, Jones & Henderson. Member, Utah State and American and a son. Home address: 1565 Ill. Asbury Ave., Evanston, bar associations; member, American Judicature Society. At­ Office: 919 N. Michigan Ave., Chicago. tained rank of lieutenant commander, U.S. Navy. Married HEALD, ALLEN.-Engaged in private practice of law. Mar­ and has three sons. Home address: 268 Tenth Ave., Salt Lake Utah. Office: 1011-17 Walker Bank Salt ried and has three sons, ages nine, thirteen, and sixteen. City, Bldg., Home address: 1399 Elmhurst Dr., N.E., Cedar Rapids, Lake City, Utah. Iowa. Office: 213 O.R.C. Cedar Iowa. Bldg., Rapids, JOSEPH, MILTON K.-Partner, firm of Shulman, Shulman, HEINEMAN, ROBERT K.-Director of industrial relations, Abrams & Joseph. Member, Committee on Civil Practice, Aluminum Company of America. Married and has two Chicago Bar Association. Member, Board of Directors, Sub­ urban B'nai and Board of sons, ages sixteen and twenty. Home address: 3 Forest Glen Lodge B'rith, member, Directors, Drive, Pittsburgh 28, Pa. Office: 1501 Alcoa Bldg., Pitts­ Men's Club of North Shore Congregation Israel. Married burgh 19, Pa. Dr. Lillian S. Tarlow, assistant professor of pathology, Stritch School of Medicine, and staff pathologist, Oak Park HODGES, THOMAS M.-Partner, firm of Hodges, Ridgely & and Martha Washington hospitals. Has two sons, ages fif­ Davis. Member, Gary, Indiana, and American bar associ­ teen and seventeen, who are students at New Trier Town­ ations. Former chairman and member, Gary Airport Com­ ship High School. Home address: 1018 Eastwood Rd., Glen­ mission. Active in community affairs, including Junior coe, Ill. Office: 134 N. La Salle St., Chicago 2. Chamber of Commerce, Chamber of Commerce, Goodwill Industries, Community Chest, Red Cross, Salvation Army, KAMMINS, JACK B.-Engaged in private practice of law. Has and Rotary Club. Served in the Army Air Force as Con­ three associates. Member, Indianapolis, Indiana, and American tracting and Contract Terminations Officer, attaining rank bar associations. Chairman and member, City Plan Commis­ of lieutenant colonel when discharged. Married Winifred sion and Board of Zoning Appeals. Member, National Com­ Patch of of mission on of National Confer­ University Wisconsin. Has three daughters, ages Community Organizations two, nine, and thirteen. Home address: 309 W. Forty­ ence of Christians and Jews. Vice-president, Indianapolis He­ seventh Ave., Gary, Ind. Office: 607 Broadway, Gary, Ind. brew Congregation, and former state president of the B'nai B'rith. Home address: 3759 Central Ave., Indianapolis, Ind. JOHNSTONE, ROBERT in of law. B.-Engaged private practice Office: 852 Consolidated Bldg., Indianapolis, Ind. Acting district enforcement OPA attorney for Chicago Area in 1941, and in May, 1944, principal attorney. Chief litigation KOLLENBERG, ALEC E.-Own insurance firm dealing mostly attorney for OPA, setting up Litigation Departments in vari­ in life insurance in connection with estate and business analy­ ous cities. In private practice since May, 1945, as trial lawyer, sis. (Member of the "Million-Dollar Club.") Married and Vol. 4, No.3 The University of Chicago Law School 17 has two daughters, ages thirteen and sixteen, the latter a MESEROW, ALB'ERT J.-Engaged in private practice of law. freshman at the of Home address: 5522 University Chicago. Former assistant Attorney-General of Illinois; former secre­ Hyde Park Blvd., Chicago 37. Office: 1 N. La Salle St., Chi­ tary, Governor Green's Illinois Lake Michigan Diversion 2. cago Committee; former chairman, Joint Civic Committee on Elections. Conducted and argued Illinois lake diversion case KROOTH, DAVID L.-Senior partner, Krooth & Altman. in the U.S. Supreme Court and the Lake Home address: 3121 Quebec Place, Washington, D.C. Office: Michigan pollution cases against the state of Indiana and seventeen national 1025 Vermont Ave., Washington, D.C. (For further infor­ major industries. Former member of Board of Managers, mation, Dave refers us to Who's Who in America.) Chicago Bar Association; chairman, Committee on War . Activities; LANE, CHARLES F.-Partner, firm of Clarke, Longmire & member, Committee on Admissions; former chairman, Sec­ Lane. Member of National and Cook County bar asso­ tion on Administrative Law, Illinois State Bar Association. ciations. Member, Board of Directors, Washington Park Unmarried. Home address: 70 E. Walton Place, Chicago. YMCA; member, Board of Deacons, Good Shepherd Con­ Office: 231 S. La Salle St., Chicago 4. gregational Church; member of city-wide "Adult Program MOFFETT, Gonnox.e-Engaged in private practice of law. YMCA. Former counsel, Phi Committee,'� general Alpha Master in chancery, Circuit Court of DuPage County. For­ Married and has one nine­ Alpha Fraternity. daughter, age mer treasurer, vice-president, and president, DuPage County teen. Home address: 6227 Evans Ave., 37. Office: Chicago Bar Association; chairman, Executive Committee, DuPage 417 E. Forty-seventh St., Chicago 15. County Bar Association. Married and has one son. Home address: 209 W. Lincoln Ill. Office: 108 N. LEFFMANN, PAUL H.-Partner, firm of Leffmann & Lewy. Ave., Wheaton, to Main St., Wheaton, Ill. Assigned Combat Intelligence during war, attaining rank of lieutenant colonel. a Married. Wife creator of original de­ MORRIS, STANLEY J.-Partner, firm of Moses, Bachrach & signs and fabrics, painter, and sculptress. Has one son who Kennedy. Served in the Judge Advocate General's Depart­ is a student of graduate University of Illinois. Home address: ment during the war. Unmarried. Home address: 215 E. 480 Lee Road, Northbrook, Ill. Office: 1 N. La Salle St., Chestnut St., Chicago. Office: 231 S. La Salle St., Chicago. Chicago. NEWKIRK, PHILIP B.-Internal Revenue agent, U.S. Treas­ LIEBMAN, CHARLEs.-Engaged in private practice of law. ury Department. Former president, Mount Vernon Rotary Editor, Directory of American Judge.s. Controlling interest Club. Married. No children. Home address: 709 Salem Rd., in The Free Mount Press (Glencoe, Ill.). Says: "Speculated suc­ Vernon, Ill. Office: 1306 Broadway, Mount Vernon, cessfully in real estate." Home address: 775 Grove St., Glen­ Ill. coe, Ill. Office: 39 S. La Salle St., Chicago. O'BRIEN, GEORGE H.-Field attorney, National Labor Re­ lations Board. Married two LINDROOTH, CHARLES M.-Partner, firm of Hill, Sherman, and has daughters, ages twelve and fifteen. Home Meroni, Gross & Simpson. Member of Patent Law Associ­ address: 11425 Miller Rd., Whittier, Calif. ation of Office: c/o NLRB, 111 W. Seventh St., Los Calif. Chicago. Married and has two sons, ages nineteen Angeles, and and one fourteen. twenty-two, daughter, age Home PARTLOW, HARRY C.-Engaged in limited law practice in address: 9720 Ave., 43. Office: 53 W. Vanderpoel Chicago Casey, Illinois, under own name, and general counsel, Mid­ Jackson Blvd., Chicago. State Products Co., Indianapolis, Indiana. Member, Illinois State Bar Association. LISSNER, HERBERT H.-Partner, firm of Lissner, Rothen­ City attorney for Casey, Illinois, and member & Barth. Married and a 1931-42; of Board of Education, berg has daughter and a son. Home past secretary School and former member of address: 3730 Lake Shore Dr., Chicago. Office: 134 N. Casey Township High Board La Salle St., Chicago. of Directors, Casey Township Library. Formerly, director, secretary and treasurer, Mid-State Products Co., Indian­ BURTON Molcov, B.-Vice-president and director, The apolis, Indiana. Formerly vice-president and director, First Wander Co. Director, Northwest National Bank of Chi­ National Bank, Casey, Illinois. Biographical-career data Married and has one son and a married cago. daughter. appear in current issue of Who's Who in the Mid-West Home address: 721 Kent Rd., Ill. Office: 105 Kenilworth, and have appeared in similar issues for the last twelve years. W. Adams St., 3. Chicago Married. No children. In recent years has had opportunity to travel over the U.S. to several inter­ MERIWETHER, EDWARD BAYLoR.-Professor of law, Univer­ extensively develop such as sity of Arkansas. Member, American, Arkansas, and Wash­ esting hobbies, photography, astronomy, magnetic and wire the of elec­ ington County bar associations. Member of the Arkansas tape recording, study mathematics, and and German Home Bar Association that wrote the Arkansas Probate Code. tronics, French, Spanish, languages. address: and 3777 N. Meridian Awarded LL.D. degree in 1952 by his undergraduate col­ Casey, IlL, St., Indianapolis, Shurtleff Ind. Office: IlL, and 333 W. St., Indian­ lege, College, Alton, Ill. Active for ten years in Casey, Eighteenth 2, Ind. Fayetteville Community Chest; eight and a half years on apolis City Library Board; eight years on local Red Cross Board PENSTONE, GILES H.-Attorney in Charge, Kansas City and on Advisory Committee of the Order of De Molay. Office of Solicitor, U.S. Department of Agriculture. Served Member of Masonic bodies, Acacia Fraternity, Phi Delta in the Army with Tank Destroyer Commands and Judge Phi, and Delta Sigma Pi. Unmarried. Home address: 1445 Advocate General Corps; also did contract work at Frank­ Cardwell Lane, Fayetteville, Ark. Office: School of Law, ford Arsenal and San Francisco Ordnance District. Attained of University Arkansas, Fayetteville, Ark. rank of major. Married Edna Jersild. Has a daughter at- 18 The Law SchO'ol Record Vol. 4, NO'. 3 tending DePauw University. Home address: 4807 W. Sixty­ PRENTISS, STANTON H.-Partner, firm of Graham, Prentiss fifth St., Mission, Kans. Office: Office of Solicitor, U.S. De­ & Appleton. Former States Attorney, Mercer County. Served of and attained rank partment of Agriculture, 2500 Federal Office Bldg., 911 in the Counterintelligence Corps Army Walnut St., Kansas City 6, Mo. of lieutenant colonel. Married and has a daughter attend­ of Illinois. Home address: New Boston, Ill. PERLMAN, RAYMOND.-Patent attorney, General American ing University Office: Aledo, Ill. Transportation Corporation. Member, Chicago Patent Law of law. Association. As to war activities, "Fought battle of Radar" RANDOLPH, MURRAY. Engaged in private practice at M.I.T. Radiation Laboratory. While there took patent Married and has one son. Home address: 1231 Ridgewood bar examination and became registered patent attorney and Dr., Highland Park, Ill. Office: 208 S. La Salle St., Chi­ also member of Massachusetts Bar Association. Known as cago 4. one of best nonpaid professional actors on North Shore! REED, ROBERT G.-Vice-president and legal counselor, Stern sons. 852 Married and has two Home address: Ridge Rd., Brothers & Co., investment bankers. With FBI from 1931 Ill. Office: 135 S. La Salle Highland Park, St., Chicago. to 1935; Alabama pistol champ, 1935, winning first gold cup PERRON, FANNIE Novrcx-c-Abstracter and examiner of in J. Edgar Hoover's collection at Washington; with SEC, titles, Recorder of Deeds of Cook County. Member, New York, 1936-39. Partner, firm of Stinson, Mag, Thorn­ Women's Bar Association; Decalogue Society of Lawyers; son, McEvers & Fizzell, 1940-52, resigning to spend year in National Association of Women Lawyers; and Kappa Beta Europe, and while there attended Academy of International Pi, international women's legal sorority. Former Assistant Law, The Hague. Member of Illinois, Missouri, American, States Attorney of Cook County and attorney for the Illinois and Chicago bar associations; integrated Missouri Bar, Kan­ Commerce Commission. As member of Women's Bar Asso­ sas City Bar, Lawyers Association of Kansas City, Associ­ ciation, served on Labor Law, International Relations, and ation of I.C.C. Practitioners. Former chairman, Administra­ Joint Professional committees; and as member of Decalogue tive Law Committee of Missouri Bar, 1950-52; directed Society of Lawyers, serving on Civic Affairs Committee. first state-wide survey of Missouri Administrative Agencies, Has received various citations for outstanding services from published 1951 in symposium issue of University of Kansas U.S. Treasury Department during the Seventh War Loan City Law Review, distributed to all Missouri courts and and War Finance Program; member of the Speakers Bureau, lawyers. Married Dorothy Cleveland Tyler, University of Women's Division, U.S. Treasury Department. Has done Chicago, 1931, Phi Beta Kappa, Ph.B. and also A.M., Co­ lecturing, including lecturing in French. While serving as lumbia University. Has one son graduating from Amherst. secretary to Chicago Branch of Graduates' Society of Me­ Home address: 4712 Roanoke Parkway, Kansas City, Mo. Gill University, received B.A. degree with first-class honors Office: 1009-15 Baltimore Ave., Kansas City, Mo. in English and French literature. Married to David Perron, ROSENFIELD, J. M.-Partner, firm of Rothbart & Rosenfield. alumnus of University of Chicago Law School, who died in Member, Chicago, Illinois State, and American bar associ­ 1945. No children. Home address: 5135 Kenwood Ave., ations. Director and secretary, Mercantile Discount Corpo­ 15. Office: Recorder of Deeds of Cook Chicago County, ration, and director and secretary, The Edgewater Hospital. Room 120, County Bldg., Chicago. Married and has two daughters, ages fourteen and seven­ Office: PETRIE, BERNARD A.-Partner, firm of Friedrich, Petrie & teen. Home address: 3730 Lake Shore Dr., Chicago. Tweedle. Married and has one son. Home address: 229 1 N. La Salle St., Chicago. Fernwood St., Hammond, Ind. Office: 300 Hammond Bldg., SATINOVER, CHARLES D.-Partner, firm of Sonnenschein, Hammond, Ind. Berkson, Lautmann, Levinson & Morse. Member of Speak­ ers Bureau of Bar Association in connection with PFLAUM, IRVING PETER.-Foreign news editor, Chicago Sun­ Chicago sale of U.S. Bonds. Former Welfare Re­ Times. Held professorship at Northwestern University in chairman, Family journalism; taught law of libel and constitutional law. Is viewing Committee, Community Fund of Chicago; trustee and former North Shore Israel, now professorial lecturer. Has had assignments as corre­ vice-president, Congregation Glencoe, Illinois. Married to Klieman, Ph.B., Uni­ spondent for United Press to Spain and its civil war; for Mary of of Chicago Sun-Times to Europe, Russia, and the Far East; versity Chicago, 1930; A.M., University Chicago, 1940; at of visited Soviet Union with Secretary of State Marshall. Radio and lecturer University Chicago University College. Has one candidate for A.B. at commentator. In 1941 joined General Donovan's Coordi­ daughter, Terry K., degree of and an fresh­ nator of Information (later OSS); after Pearl Harbor went University Chicago, June, 1955, entering of Law School in fall of 1955. to London as U.S. Liaison Officer to British Political War­ man, University Chicago

Home address: 710 Ill. Office: 77 . fare Executive in Foreign Office. Served in Portugal and Country Lane, Glencoe, W. St., 2. Spain. Married and has three sons, John, twenty, attending Washington Chicago Northwestern; Peter, eighteen, attending University of Chi­ SCHNEBERGER, EDWIN T.-Engaged in private practice of cago; and Thomas, five. Home address: 627 Library PI., law. Married and has two daughters, ages sixteen and Evanston, Ill. Office: 211 Wacker Dr., Chicago 6. twenty. Home address: 1131 Keystone Ave., River Forest,

Ill. Office: 111 W . PIOOT, GEORGE B.-Partner, firm of Shearman & Sterling Washington St., Chicago. & Wright, specializing in corporate financing and generally SEAGO, ERwIN.-Lecturer in aviation law, University of Vir­ representing lending institutions. Married and has a daugh­ ginia Law School. Formerly senior partner, firm of Seago, ter and three sons, ages four, seven, ten, and fourteen. Home Pipin, Bradley & Vetter. Member of American and Virginia address: Piping Rock Rd., Locust Valley, L.I., N.Y. Office: bar associations. Married Nell Muir Penick. No children. 20 Exchange PI., New York City, N.Y. Home and office address: Chellowe, R.F.D. 2, Dillwyn, Va. Vol. 4, No.3 The University of Chicago Law School 19

SEYFARTH, HENRY E.-Partner, firm of Seyfarth, Shaw & of Chicago. Home address: 112 Victor St., N.E., Washing­ Fairweather. Chairman of the Board, Union National Bank ton 11, D.C. Office: National Labor Relations Board, Wash­ of Chicago and First National Bank of Blue Island; chair­ ington, D.C. man, Cal-Sag Waterways Development Committee. Married VETTER, DONALD L.-Partner, firm of Bradley, Pipin, Vet­ and has two children and four Home ad­ grandchildren. ter & Eaton (all partners alumni of University of Chicago Law dress: 5801 Dorchester Office: 231 S. La Salle Ave., Chicago. School). Member, former secretary, and former member, St., Chicago. Board of Managers, Chicago Bar Association. Former vil­ SIEGERS, P. J.-Senior partner, firm of Siegers & Bedell. lage attorney, Village of River Forest, Illinois. Married and Judge of the Sixth Judicial District of Iowa, 1936-47; vice­ has two daughters and one granddaughter. Home address: president, Jasper County Bar Association. County attorney, 627 Monroe Ave., River Forest, Ill. Office: 135 S. La Salle Jasper County, Iowa, 1933-36. Married. No children. Home St., Chicago. address: 713 E. Fifth St., N., Newton, Iowa. Office: P.O. WAGNER, VIVIAN.-Doing small amount of legal work, pri­ Box 286, Newton, Iowa. marily in the area of divorce. Student at University of Chi­ LESTER in of law. SLOSBURG, E.-Engaged private practice cago for last four years, working on Ph.D. in Human De­ Formerly partner, firm of Altheimer, Mayer, Woods & velopment and as intern at the Counseling Center of the Smith. Member, Chicago and Illinois bar associations; mem­ University, where presently employed. Worked for Legal ber of Probate Practice Committee of Bar Associ­ Chicago Aid Bureau of the United Charities for eleven years, the last No. 437 ation. Past master, Chicago Lodge A.F. and A.M.; eight of which were primarily in trial work. During the trustee Beth Am Married. No children. of Temple. Home war, worked in Washington for OPA as legal adviser to address: 5530 South Shore Dr., Chicago 37. Office: 120 S. Economic Adviser on wage-price matters, doing liaison work La Salle St., Chicago. between OPA, War Labor Board, and Office of Economic STANTON, MARY.-Program director, National Conference Stabilization. Married to Dr. David H. Wagner, surgeon at of Christians and Jews. Serving with members of California Michael Reese Hospital. No children. Home address: 5532 Bar Association and California Medical Association as State South Shore Dr., Chicago 37. on served as on Committee Adoptions; consultant guardian­ WEISS, JEROME S.-Partner, firm of Sonnenschein, Berkson, U.S. Children's Bureau. Secured Ph.D. at ship, University Lautmann, Levinson & Morse. Active in Chicago, Illinois, and of School Social Chicago, of Service Administration, and American bar associations. Chicago Bar Association: Board awarded Mount Saint Los LL.D., Mary's College, Angeles. of Managers; chairman of committees-Juvenile Delinquents' Board of Governors, Community Chest, and Budget Com­ and Adolescent Offenders, Public Service, Public Relations, Welfare Federation. Unmarried. mittee, Home address: 319 Public Information for ABA Convention in Chicago, 1954; N. Oakhurst Dr., Beverly Hills, Calif. Office: 6461 Sunset member of committees-Federal Legislation, Post-admission Los Calif. Blvd., Angeles, Education, Armed Services, Nominating and Younger Mem­ SWIDLER, JOSEPH C.-General counsel, Tennessee Valley bers; associate editor of Editorial Committee. American Bar Authority, since 1945. Secretary, TVA, and chairman, TVA Association: Corporation Law, Administrative Law. Illinois Retirement System Board. Worked for David E. Lilienthal Supreme Court Commissioner, Character and Fitness Com­ when first out of law school until Lilienthal was appointed mittee for First Appellate District Court, 1951 to date. Mem­ to the Wisconsin Public Service Commission. Practiced law ber and secretary, Correctional Services Advisory Board, Illi­ only briefly. In 1933 went to work in Office of Solicitor, De­ nois Youth Commission. Member, Family Court Advisory partment of the Interior. Started with TVA shortly after it Committee. Member, Board of Directors, Juvenile Protective was created. Prior to Navy service, on loan to Department Association; chairman, Englewood Project Community Ad­ of Justice, working with Alien Property Bureau and the visory Committee. Member, Law Club of Chicago. Director, War Production Board, serving as counsel for the Office of University of Chicago Law School Alumni Association. Trus­ War Utilities. During war was inducted in Sea-Bees, com­ tee, Temple Mizpah. Contributor of articles to Illinois Law missioned and in Office of the Navy General Counsel, work­ Review, Chicago Bar Record, and Probate Judges Journal. on contract settlement on ing problems. Served briefly staff of Married and has one son, age twenty-one, a graduate of the Army and Navy Munitions Board. On Board of Temple University of Michigan School of Business Administration, Beth Knoxville El, Mental Health Association, Knoxville Art and one daughter, age twenty-three, a graduate of University Center, Knoxville Round Table of Christians and Jews, and of Illinois School of Education. Home address: 1444 Fargo Knoxville Fellowship House. Married and has a son and Ave., Chicago. Office: 77 W. Washington St., Chicago 2. daughter, ages six and ten. Home address: 3547 Talahi Dr., (AUTHOR'S NOTE.-The only item where poetic license was Knoxville, Tenn. Office: Tennessee Valley Authority, 609 abused.) New Tenn. Sprankle Bldg., Knoxville, WITNEY, BERNARD W.-Engaged in private practice of law in TEITELBAUM, JOSEPH D.-Engaged private practice of with wife. Has two sons, one graduating from University law. Bar Member, Chicago Association and Law Institute. of Illinois, to continue in law school, and other son in high Has lectured and taught courses on various phases of real school. Home address: 5518 W. Gladys Ave., Chicago. estate law and Married and two practice. has daughters, ages Office: 516 W. Harrison St., Chicago. seven and eleven. Home address: 2209 W. Thome Ave., WOLF, ALLAN M.-Buyer, Consolidated Foods Corporation. Chicago, Ill. Office: 39 S. La Salle St., Chicago. During war, stationed with U.S. Navy in Hawaii as Recorder THORRENS, EUGENE National Labor R.-Attorney, Relations for Summary Court-Martial and as Station Legal Officer, at­ Board. Has a son who is a student at premedical University taining rank of lieutenant, senior grade. Married and has a 20 The Law School Record Vol. 4, No.3 daughter, eighteen, attending University of Illinois in art embarrassment to the company. Rightly or wrongly, school, and son, Larry, fifteen. Home address: 6623 N. Kil­ English law has in this respect treated the stockholder as Ill. Office: 8999 Palmer River patrick Ave., Lincolnwood, St., a creditor rather than a partner. Ill. Grove, I turn now to a consideration of the two matters WOLFSON, LEo.-Partner, C. J. Wolfson & Co. Formerly which I have previously described as the vital corporate associated with law firm now known as Becker & Levinson, problems of this century: the protection of purchasers at which time left of law to be Peebles, 1930-42, practice of securities and the control of stockholders over man­ associated with present business. Former president, Men's agement. Both are, of course, aspects of the generic prob­ Club of Beth Am; former president, Men's Apparel Club lem of investor protection. of Indiana. Former vice-president, National Association of On the first I do not to much. Both Men's Apparel Clubs. Married to Janet Harris, Ph.B. Uni­ aspect propose say our countries least if most of state versity of Chicago, 1932. Has two sons, ages twelve and (at your "blue-sky sixteen. Home address: 7733 Luella Ave., Chicago 49. Office: laws" be disregarded) have relied in the main on the 307 W. Van Buren St., Chicago 7. same philosophy-that of disclosure. Both have provided sanctions, civil and criminal, for misstatements or mate­ rial and indeed reverse the Addendum omissions which supplement strict common-law fraud principles. But ex post facto Well, that's it for the first twenty-five! It sim­ might sanctions are far less effective than initial scrutiny of the procedures if you would let the Law School know plify prospectus to insure its accuracy and completeness. In from time to time what are for the next you doing America this vital task of initial screening has been in­ This to mind the fact that, after the twenty-five. brings trusted to government agencies-the Securities and Ex­ above success story, the School might think it exaggerated change Commission-in cases to which the Securities unless some healthy contributions are from forthcoming Act applies. It is here that English law appears extraor­ of The Law School has made everyone you. great dinarily lax to the American observer. The Companies strides. Those of who are in touch know that there you Act requires registration at the Companies Registry of are a new set of "greats" the minds of the truly training the prospectus and prescribes its contents. But neither future. The School has outgrown its physical It capacity. the Registry nor anyone else is given the task of pre­ needs your help and deserves your support. liminary investigation to insure the accuracy of the To all of the best of to be wished for. you everything information disclosed, and until 1948 there was not even To those of who have taken the trouble to fill out you a mandatory "waiting period." The explanation of this your questionnaire, it has been a real pleasure to hear apparent anomaly is found in the different and infinitely from it is a loss to the School not to have you; genuine simpler organization of the securities industry in Eng­ heard from the others. ahead to our fiftieth, Looking land. The over-the-counter market scarcely exists, and however, it is hoped that another classmate will groom in practice no public offering can be made without ob­ himself to further this adulatory saga of the Class of '30. taining a quotation for the shares on one of the recog­ nized stock exchanges, normally London. These stock Corporation Law- exchanges have their own rules which in many respects Continued from page 4 are far more stringent than those of the act and which the of the in the national case of Gray v. Portland Bank. Why in this respect Eng­ require publication prospectus where it will be commented on and criticized land should have rejected an obvious partnership analogy press by the financial columnists. The issue must be I cannot explain; but, when I review the difficulties that sponsored members of the in will be the strict rule has caused in America, I cannot but think by Exchange and, practice, undertaken and underwritten one of a small number that we were wise to do so. by of houses as call Again, the American courts have adopted the partner­ issuing ("investment bankers," you of To their own ship analogy as regards the stockholders' rights to in­ them) high repute. protect reputations and to their freedom from sanc­ spect the corporate books and records. The English courts preserve possible legal these and houses have rejected it, holding that a stockholder as such has tions, brokers, dealers, issuing subject the issues which back to the most no right to inspect the financial records. It is perhaps they stringent scrutiny. This transcends doubtful whether in practice this puts the American scrutiny, moreover, investigation merely of will want to insure that the stockholder in a much stronger position than his Eng­ accuracy-the sponsor.s issue is sound as well as In other lish confrere. Reports suggest that in many (perhaps financially legally. our more unified most) cases his rights will not be recognized by the words, we, with simpler and organiza­ have been able to leave the vital task of to corporation without a lawsuit. Without this he may tion, screening even be denied access to the list of stockholders-some­ private enterprise instead of to public authorities. That thing that he could always obtain in England. Still, in this system works pretty well is, I think, shown by the the absence of statutory regulation, he clearly has greater fact that in recent years there have been only a handful out of legal rights-rights which may be a source of grave of criminal prosecutions arising misleading pro- Vol. 4, No.3 The University of Chicago Law School 21

case inside information in in the se­ spectuses, and, since the war, not a single reported of dealings corporation's We have started even to of a civil action for damages or recision. curities. hardly develop your facts" and we have no There is, however, one respect in which we are more "special doctrine, "insider-trading" rules to those under the Securities socialized than you in this field. Since the beginning of comparable Exchange Act. The farthest we have is to for a the war, the consent of the Treasury has been required gone provide of directors' so that for any issue by which a company raises more than £50,- special register holdings, any dealings in shares directors should be revealed. 000 (say, $150,000) in any year. This restriction is, of by re­ Both countries have been the course, designed to insure that our limited capital oppressed by difficulty of a for the sources are employed in accordance with national priori­ evolving satisfactory procedure enforcing both it is unless a ties. But even here the Treasury has subcontracted (as it directors' duties. In recognized that, stockholder's individual are the were) to private enterprise (much as you did with your rights infringed, primary Voluntary Credit Restraint Program in 1950-52), for the remedy is an action by the company or a stockholder's do not call it a "deriva­ Treasury acts on the advice of a committee of industrial­ derivative suit. We in England we that that is what it is. On ists, bankers, and the like known as the Capital Issues tive action," but recognize rule in Committee, which works on instructions about priorities the other hand, the prevailing many jurisdictions that the stock­ given to it from time to time by the Chancellor of the and under the Federal Rules of Procedure on the direc­ Exchequer. In practice this curb has not proved too pain­ holder must first serve a demand for action on stockholders also does not ful to the business world; indeed, in recent months con­ tors and sometimes prevail it seems to be derived from the sent has been granted so readily that there is talk of re­ in England, although v. which still survives in pealing the restriction as no longer needed. The main old rule in Foss Harbottle, Eng­ an emasculated and somewhat form. complaints in the past have been about the former policy land in mysterious of refusing permission for bonus issues ("stock divi­ In practice derivative actions are in England relatively uncommon. We have not been faced with the same dends," as you call them) which, rather anomalously, of "strike" or suits and have not require Treasury consent notwithstanding that no new problem blackmailing had to enact to curb this abuse. This money is raised. special legislation is because of the rule that the loser More interesting, perhaps, are our different attempts general English pays the whole of the the winner's advocate's to solve the problem of the management-shareholder re­ costs, including fees. and the more types, lationship. The fundamental principle is, of course, the Any litigation, especially fancy is therefore an unattractive Hence actions same in both countries: the directors and officers are gamble. against directors have been rare. occur if fiduciaries owing duties of care, loyalty, and a modicum Normally they only the into when the of skill. By and large the application of this principle to company goes liquidation, Companies a so Act affords the summary against particular facts is, far as I can judge, much the same. liquidator remedy miscreant directors and officers. Our main has English courts tend to be strict when they can apply a problem been while the remains a rule of thumb-such as the rule that directors must not that, company going concern, the derivative action is not an effective sanction. take personal advantage of a corporate opportunity. They is to cause the to cease to be a move with less assurance when they have no fixed stand­ One solution company concern. The of has ard to guide them: American courts are perhaps rather going winding-up companies long been from in and more ready-or, perhaps, I should say less unready-to separated jurisdiction bankruptcy, hold that directors' actions exceed the permissible bounds rules for liquidation-voluntary and compulsory-have a of our Of of their business judgment. In both countries some dif­ comprised large part companies' legislation. ficulty has been found when the controlling directors particular importance in the present context is the rule the court to wind a on the have taken the precaution of securing a favorable reso­ enabling up company ground which is another lution at a general meeting. In both countries lip service that it is just and equitable-a ground This can be used to is paid to the alleged rule that the majority must exercise relic of the partnership. power put· an end to a course of conduct on the of their votes as fiduciaries. But in neither country do the oppressive part controllers. Once a is the decisions, as I understand them, really support this. In the winding-up made, liqui­ and the court and the both the true rule seems to be that the majority must not dator, supervised supported by Board of has effective of expropriate the property of the company or of the minor­ Trade, powers investigation solution seems to be available ity, and here again I think that American courts have and recovery. A similar inherent been more successful in applying this rule. Certain it is in America as part of the equity jurisdiction, that the supervision of the SEC in certain reorganiza­ and greater use of it has been advocated. But a recent this in the tions has prevented unfairness to minority interests, such attempt in New York to employ expedient was not successful. as preferred shareholders, in circumstances in which the case of a foreign corporation is that English requirement of confirmation by the court has The weakness of this solution, however, liqui­ unfortunate from the failed to provide an adequate safeguard. America, too, is dation may be singularly viewpoint if are far in advance of England as regards restraining abuse of those oppressed, particularly they preferred 22 The Law School Record Vol. 4, No.3

stockholders with restricted rights to repayment of capi­ power to appoint an inspector to investigate the affairs tal. Hence a the latest English Act provides by Section 210 of company. This is one of the very few respects in an alternative remedy under which any shareholder who which the powers of the Board of Trade exceed those complains that the affairs of the company are being con­ of your SEC. The Board may exercise this power in a ducted in a manner to oppressive some part of the mem­ variety of circumstances; for example, if there are cir­ bers may petition the court, which may impose upon the cumstances suggesting oppression of minorities, or fraud parties whatever settlement it considers just. The court's or misconduct by the directors, or failure to give the order may regulate the future conduct of the company's stockholders information which they might reasonably affairs, may alter the terms of its constitution, or may expect. The inspector (normally an independent barris­ direct one party to buyout the other. This remedy, it ter, solicitor, or accountant) reports to the Board, and will be resembles observed, Section 225 of the Delaware normally the report is published. This alone may cause Law and Section 25 to Corporation of the New York Gen­ the wrong be remedied; indeed, that may occur as a eral Corporation Laws in that it enables an individual result of preliminary investigations by the officials of the shareholder to bring an action in his own right free from Board. If this does not suffice, the report should at least the restrictive provisions applying to derivative actions. provide the stockholder with the essential ammunition. But, unlike these sections, it is of general application and But he himself may still not need to use it, for the not restricted to, or primarily directed at, disputed Board of Trade is empowered to institute civil or crim­ elections. inal proceedings or to petition for winding up or for There have as yet been few reported instances of the the new alternative remedy under Section 210. Hence, if application of this section, and, so far as my information the individual stockholder can persuade the Board to goes, none of them-reported or otherwise-has been act, he may find that all his chestnuts are pulled out of successful. Nevertheless, I can testify from personal ex­ the fire for him without any expense to himself. It is perience that the section has been of undoubted value therefore not surprising that this remedy is of growing especially in the case of small companies. Threats of an popularity and that complaints have been made to the Board in well over a application have in many cases brought the misbehaving hundred cases in the last six years. directors to heel without further action, and, in view Inspectors have been appointed in sixteen of these cases, of the difficulties under an adversary system of enabling and in many others preliminary discussions have brought the court to find a solution and forcing it on the parties, about a settlement agreeable to the complainant. I suspect that this new weapon in the shareholders' This solution of the problem is similar to that which will more armory always be effective when brandished in certain American writers have advocated. It has the great terrorem than when actually wielded in court. But it is a merit that it prevents expense from deterring the prose­ of real weapon value, and I commend it to your attention. cution of just complaints, while obviating the danger of The other difficulty, and this would apply not only to a strike actions. The Board of Trade will not appoint an derivative action but equally to our new alternative inspector unless satisfied that there are strong grounds remedy if it stood alone, is that a stockholder is at a great for suspicion, but, if an appointment is made and mis­ disadvantage vis-a-vis the management as regards the conduct revealed, they will see that it is rectified, with­ information at his disposal. Something can be done by out leaving this to the hazards of private litigation. Fur­ compulsory disclosure through annual returns and re­ ther, as a method of obtaining information, it has certain ports and in particular through annual accounts. Until obvious advantages over the American rule allowing the recently we have been in advance of you in the amount stockholder himself to snoop through the company's of publicity thus required, but, in the case of companies records. As I have already pointed out, he will normally to which the SEC to an to Acts and Regulations apply, you have have fight action before he is allowed exercise now caught and overtaken us. The main flaw in the that right, and, if he is ultimately successful, he may American picture is that these regulations do not apply abuse the confidential information thus obtained. Both to all companies or even to all public ones. In any event, these disadvantages are avoided by the English solution. disclosure of this type, though it may enable the stock­ Fortunately, however, misconduct by directors is rela­ holders to detect the symptoms of sickness in the cor­ tively rare. Of greater practical importance than the porate body, is not likely to show him the cause of the pursuit of the dishonest is the removal of the lazy or ailment. It will certainly not provide him with the evi­ incompetent. In other words, the crux of the manage­ dence which he needs to bring a lawsuit against those ment-shareholder problem is to make more effective whom he suspects to be the source of the infection. What the exercise of the stockholders' rights at general meet­ he needs is some means of finding out before he em­ ings-especially their right to "hire and fire" the direc­ barks on litigation whether his suspicions are well torate. founded. Until recently the American rules relating to general In England an interesting solution to this problem meetings have been, to English eyes, extraordinarily lax. has been found by conferring upon the Board of Trade And in some respects they still are, despite the SEC Vol. 4, No.3 The University of Chicago Law School 23 proxy rules. If, as I have previously suggested, American voting machinery. And, here, your SEC proxy rules, acts make mandatory certain things which might well be when they apply, are far more effective than anything left to the incorporators to settle, there are other matters we have in England. There permission to vote by proxy which we in England have thought it essential to regulate is mandatory, and the notice of the meeting must ad­ by statute which your acts have left to the parties. For vertise the right to vote in this way. If the management example, we have thought it right to insist that a certain solicit proxies at the company's expense, they must solicit proportion (10 per cent) of the stockholders shall have all stockholders and not just a selected few-a point not power to compel the convening of a special general covered in the SEC proxy rules. Two-way proxies are meeting. Under many of your statutes the stockholders not compulsory under the act but are under the rules cannot do so unless the by-laws happen so to provide. of the London Stock Exchange, which amounts to the And it seems strange to us that in most states the stock­ same thing in the case of publicly held companies. More­ holders have no power to remove directors-at any rate, over, these rules provide that proxy forms must be sent in the absence of misconduct-until the expiration of out by management when any proposals (other than of their terms of office. Hence, if the staggered system of a purely routine nature) are being considered-here election is in operation, one who has acquired a majority again we are ahead of the SEC rules. But, and this is of the stock may have to wait not merely to the next the grave weakness, we have no detailed regulations re­ annual meeting but perhaps for several years before he garding the contents of proxy statements. In connection can gain control of the board. with some types of reorganization the act, it is true, Only if staggered elections are banned is the majority provides for the disclosure of certain matters-for ex­ shareholder in a reasonably strong position; if the recent ample, the interests of directors-but, in general, we decision in Wolfson v. Avery is upheld on appeal, this rely on the common-law rule banning tricky or mislead­ is so under Illinois law. But in some states the staggered ing circulars. voting system, especially if coupled with cumulative vot­ Similarly our stockholder-proposal rule is but a pale for ing, may postpone many years the time when the imitation of yours. Though it provides for inclusion of winner of a proxy fight can enjoy the full fruits of his members' resolutions and circulation of supporting litera­ victory. In England not only can a meeting be sum­ ture, it only applies when invoked by a hundred mem­ moned forthwith but the whole of the existing board can bers or those representing one-twentieth or more of the then be dismissed by ordinary resolution. This, you voting rights, and the expense has to be borne by them. may think, is carrying majority rule and stockholder Only in one respect is it superior-the supporting state­ democracy too far. ment may run to a thousand words instead of merely As you will have gathered, cumulative voting is un­ to a hundred. This at least has the advantage of enabling known in England, and I have never heard it advocated. the statement to be expressed in reasonable English in­ We still like to think of boards of directors as united stead of the jingle-esc prevalent here. In practice little use teams of managers rather than as representative of diver­ is made of this provision. As your experience has shown, gent interests overseeing the management. Perhaps we a resolution so proposed has virtually no chance of pass­ are very old-fashioned and behind the times-but that ing without independent proxy solicitation, and we have is a national characteristic. However, the contrary idea little of that. is not particularly modern-the Germans have for some As in America, battles for control have recently been time recognized the distinction between managers and frequent, though none has been on the mammoth scale overseers to which you now seem to be tending. regarded as appropriate here or not anything like a mil­ Our rules are also generally stricter than yours as re­ lion dollars. Nor have we yet had to decide whether the gards length of notice of meetings and the extent to "outs" can recover their costs from the corporate treasury which the business of the meeting must be detailed in if they succeed in becoming "ins." Nor have professional the notice. On most important matters at least twenty­ firms of proxy solicitors yet reared their well-groomed one days' previous notice must be givt:n, and it is in­ heads. We have one practice, however, which you might variably the practice, and generally legally essential, to perhaps borrow--that of providing that proxy forms set out the precise resolutions to be proposed unless these must be lodged with the company prior to the meeting. are merely part of the ordinary business of the annual This prevents the deliberate prolongation of the meeting general meeting. Resolutions of which the stockholders so that high-powered solicitation may cause the absent have not been warned are therefore unknown, because stockholders to change their votes. This provision is not they cannot lawfully be moved. Even amendments to mandatory but is invariably adopted in the constitution; resolutions included in the notice are only permissible to prevent abuse, the act insists that the time of lodg­ within very narrow limits. ment shall not be longer than forty-eight hours before However, all this is unimportant compared with the the meeting. problem of minimizing the advantage enjoyed by the In this short discussion I have deliberately stressed existing management through their control of the proxy those matters in which it seemed to me that English 24 The Law School Record Vol. 4, No.3

law is now richer and more experience might be worth your attention. I trust that poration incomparably high­ than its Answers to in so doing I have not given the impression that I regard ly developed English parent. many which have never been in English corporate law as generally superior. Nothing questions litigated England could be farther from the truth, and, had I been address­ can be found in the American reports. But, alas, how tries to find them. I cannot call ing a British audience, the emphasis would have been rarely any Englishman virtues to mind case in recent in which American very different. I should then have extolled the any years we could authorities on a of law have been drawn of your SEC legislation, from which certainly point corporate to attention an court. The reason is not borrow. I have already touched on some instances. There the of English far to seek: most think of American cor­ are others; for example, the regulation of trust indentures practitioners as an different and trustees for bondholders under the trust indenture poration law entirely alien system with act. statutes and different principles. In fact, as I have tried to the statutes be but I should have pointed out that most of your states emphasize today, may different, have either abolished the anachronistic ultra vires doc­ most of the principles are the same. Even when we carry out the overhaul of our we do trine or so drawn its teeth that it can no longer inflict periodical legislation, not, I as much attention as we should to American much hurt. In contrast, we in England have mitigated fear, pay Committee declared its rigor only to the extent of making it easier for a practice. For example, the Cohen that it would be to a for­ company to alter its authorized objects. In a recent Eng­ impossible produce legislative mula of trustees for deben­ lish case all but one of the debts of a company could not insuring the independence ture holders. do not seem even to have con­ be proved in its liquidation, because the company had They Indenture Act. Ad­ omitted to take advantage of this facility when it changed sidered Section 310(b) of the Trust its activities. mittedly the Committee on No-Par Shares carefully re­ viewed American but could do I should also have emphasized that most of your courts experience; they hardly have rightly refused to saddle those dealing with a cor­ otherwise, since they were being asked to adopt an poration with constructive notice of the contents of its American child. charter and by-laws. The unfortunate English rule in Unhappily the same is true of American reliance on this regard has partially destroyed the efficiency of the English authorities. Until the first World War it was common to find decisions cited in American admirable rule in Royal British Bank v. Turquand. This English cases. Now rare. And do not rule, that outsiders are not to be damnified by defects corporation it is very you even have the excuse that are in indoor management, has rightly been envied by many English reports inaccessible, American observers, but it would in practice be far more as American reports often are in England. I have already on a case law is useful if it were not for the limitations imposed by the admitted that nation-wide basis your unrealistic constructive notice doctrine. incomparably rich, but English law is at least as rich as of most states. Yet a who I should have chided us with being nearly fifty years that single Chicago lawyer behind the times in our refusal to allow no-par-value cannot find an Illinois case in point will diligently search shares which are certainly far more logical and easily until he finds one in New Mexico or Missouri. I would comprehended than those with an arbitrary nominal have thought that an English authority would be at value. We recently appointed a committee to consider least as persuasive, but he won't try to find one. The I is that it isn't in the legalization of no-par shares, and it reported favor­ reason, suppose, Shepard. ably. Despite the opposition of the Trades Union Con­ Whatever the reasons for this mutual ignorance, it is, I for cross-fertilization well gress-for entirely unworthy reasons to my mind-the think, unfortunate, might government has recently announced that it will introduce improve the strain of both breeds. If anything I have said should cause one of to evince suf­ legislation "in due course." So we may catch you up be­ today but you ficient in law to turn to it as fore too long and perhaps avoid your mistaken policy interest English company a last I shall feel that time has not been of making no-par shares unpopular by tax discrim­ resort, my ination. wasted. I can only hope that you will not think that I Finally, I should have pointed out that American cor- have wasted yours.

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