CORPORATIONS-DERIVATIVE SUITS-WHO IS A SHAREHOLDER UNDER FEDERAL RULE 23 (b)

Plaintiff brought suit in a federal district court to enforce the rights of defendant, an Illinois corporation, to monies allegedly embezzled by its president and to certain shares of stock allegedly issued to him illegally. The complaint alleged that plaintiff, a Delaware corporation, is now and has been at all times hereinafter complained of the owner of 6538 shares of the common stock of . . . defendant herein. Defendant, showing by affidavit that plaintiff had never been a shareholder of record, moved to dismiss the complaint for failure to meet the requirements of federal rule 23 (b). The court granted the motion, holding that plaintiff\u27s status as shareholder was governed by the law of the state of incorporation, and Illinois law required that a shareholder bringing a derivative suit be one of record. On appeal, held, reversed. The word shareholder in rule 23 (b) includes the equitable owner, who also is permitted to sue under Illinois law. Further, who is a shareholder under rule 23 (b) is a question to be determined irrespective of local law. H.F.G. Co. v. Pioneer Pub. Co., (C.C.A. 7th, 1947) 162 F. (2d) 536

More Questions Than Answers: Situating Judicial Takings Within Existing Regulatory Takings Doctrine

In Stop the Beach Renourishment, Inc. v. Florida Department of Environmental Protection, a four-member plurality of the Supreme Court endorsed the idea that certain judicial action, as well as action by other branches of government, might effect a taking of private property. In explaining its theory of judicial takings, however, the plurality did little to explain how such takings fit within the larger doctrinal and analytical framework for regulatory takings. This Essay evaluates whether the plurality’s discussion of judicial takings is consistent with the preexisting takings framework and how it might impact takings cases in the future. Ultimately, the plurality’s discussion of judicial takings raises more questions than answers and backtracks on the promises of clarity made in the Court’s most recent prior takings decision

The World of Deadwood: Property Rights and the Search for Human Identity

The year is 1876. Gold has been discovered in the fledgling camp of Deadwood, bringing hordes of new arrivals each day seeking to strike it rich. The allure of wealth is coupled with the allure of complete autonomy. There is no law. Although part of the United States, Deadwood is unaffiliated with any existing territorial government. It is free. Or is it? From this backdrop, HBO’s highly-acclaimed drama Deadwood springs forth. Series creator David Milch is frank about his mission behind the story: to explore how order arises from chaos. The assignment and protection of property rights play central roles in this journey from anarchy to law. In the world of Deadwood, where ownership of land can be worth millions, law’s promise and law’s pitfalls are both on full display. The stakes are high; the lessons are many. Stories are powerful teaching tools because they marry information and context. Film and television also supply a picture of law in action, marshalling the power of the visual to make law more real, less abstract. Because of its rich complexity and invocation of ancient debates over what property is and who rightly can be deemed to own it, the three-season run of Deadwood provides fertile ground for this type of interdisciplinary study. Deadwood demonstrates that the interrelationship between property and law is complex, with many moving pieces and many valid points and counterpoints. Property has both naturalist and positivist attributes, it both pre-exists and coexists with the state, it is about economic power and personal identity, it supports both an individualist and communitarian mindset. Accounting for all of these strands in a balanced way is a lot to ask of legal institutions, especially inasmuch as the strands often are in competition with one another. Deadwood suggests that, while law is certainly a component piece in the puzzle of human relations, it alone cannot do all that we ask of it. And therein may lie the ultimate lesson: Law can be a blessing, but the human condition requires more

Public Utilities, Eminent Domain, and Local Land Use Regulations: Has Texas Found the Proper Balance?

Using Texas as a case study, this article reviews the relevant Texas law on the subject and (expanding on the reasoning employed by the recent federal decision) argues that Texas law in fact provides a constructive balance between a utility\u27s interests and those of the local government. Moreover, the balanced approach established by the Texas cases provides a model for other jurisdictions due to the incentives it provides for bargaining between the utility company, the local government, and community leaders

Viewing the Supreme Court\u27s Exactions Cases Through the Prism of Anti-Evasion

This Article considers the U.S. Supreme Court\u27s 2013 decision in Koontz v. St. Johns River Water Management District, which extended the application of the Court\u27s framework for evaluating the constitutionality of land use exactions (known as the Nollan/Dolan test). The majority of the Court relied heavily on the unconstitutional conditions doctrine, explaining that this doctrine formed the basis not only for the Nollan/Dolan framework but also for the extension of that framework to Koontz\u27s new factual setting. Four members of the Court dissented. Although the dissenting justices seemingly agreed with several of the majority\u27s propositions, they vigorously opposed the manner in which the majority applied those propositions. Although Koontz might be viewed as just another in a long line of cases that make up the messy jurisprudence of regulatory takings and unconstitutional conditions, the primary thesis of this Article is that Koontz in fact provides a key to unlocking the Court\u27s exactions framework. Relying on my prior work with Brannon Denning, this Article posits that both regulatory takings and the doctrine of unconstitutional conditions constitute anti-evasion doctrines by which the Court seeks to fill enforcement gaps left open by its prior constitutional decision rules. Inasmuch as land use exactions lie at the intersection of these two doctrinal areas, one would expect to find that anti-evasion notions play a large role in the Court\u27s exactions decisions. And indeed, both the majority and the dissent in Koontz invoked the anti-evasion characteristics of the Nollan/Dolan test in support of their analytical positions in that case. Viewing Koontz (and its jurisprudential antecedents) through the prism of anti-evasion helps both to explain the majority\u27s decision in that case and to bring the differences between the majority and dissent into sharper focus. Additionally, the anti-evasion concept suggests some guidelines for how future exactions issues might be resolved both at the micro level (dealing with future decision rules that will have to be developed in light of Koontz) and at the macro level (addressing larger questions about the Court\u27s takings jurisprudence and the place of the exactions cases within it)