CORPORATIONS-APPRAISAL STATUTES-DEMAND BY DISSENTING SHAREHOLDER FOR CASH VALUE OF HIS SHARES

Plaintiff shareholder, who dissented from a plan to sell all of defendant corporation\u27s assets, sued under the Ohio statute to obtain appraisal of his shares. At plaintiff\u27s request, an objection to the sale and a demand for the cash value of his shares was served upon defendant by his, attorney. Although the demand was made within the required period after the shareholders\u27 meeting at which the plan was accepted, the trial court refused to allow appraisal on the ground that plaintiff did not make the demand personally and had not notified the corporation that his attorney was authorized to act in his behalf in making the demand. On appeal, held, affirmed. Where demand for payment is made by an attorney, there must be an appointment in writing, signed by the shareholder, and exhibited to the corporation within the statutory period allowed for demand. Klein v. United Theaters Co., (Ohio 1947) 74 N.E. (2d) 319

CORPORATIONS-STOCKHOLDER\u27S DERIVATIVE SUIT-LIABILITY OF DIRRECTORS FOR ACTS IN LABOR DISPUTE

Plaintiff, for himself and all other stockholders of R corporation similarly situated, brought action against the directors of the corporation, alleging that they had caused the dismantling and removal of corporate factories and the curtailment of production, that great loss to the corporation had been caused thereby, and that these things were done solely to discourage and punish the corporation\u27s employees by removing hope of re-employment. Defendants moved to dismiss the complaint for failure to state a cause of action. The trial court denied the motion. The appellate division reversed, stating that the complaint showed only a reasonable exercise of business judgment. On appeal, held, reversed. The alleged acts amount to actionable breaches of duty by the directors. Abrams v. Allen, 297 N.Y. 52, 74 N.E. (2d) 305 (1947)

EQUITY-JURISDICTION TO ENJOIN ACTS OF A FEDERAL OFFICER IN EXCESS OF STATUTORY AUTHORITY

As a device for recovering excessive profits, federal legislation authorized the Secretary of War to order concerns holding contracts with the government to withhold and pay over to the government amounts due from them to parties against which the excessive profits had been determined. Acting under this authority, the Secretary ordered twelve government contractors to withhold sums due or to become due to plaintiff, of which they were customers, after a determination against the plaintiff of $7,000,000 in excessive profits. Plaintiff sought to enjoin defendant from using this means of collection, contending that because the order was not limited to amounts already due on subcontracts for government work, it was in excess of his statutory authority. Defendant moved to dismiss, on the ground that plaintiff stated no basis for equitable jurisdiction. Held, motion denied. Plaintiff has a right to test the validity of the withholding order. Its remedy at law is inadequate, because a multiplicity of actions against its customers would be required, impairing its business relationships. Lord Mfg. Co. v. Stimson, (D.C. D.C. 1947) 73 F. Supp. 984