Thornton, John V.

English

St. John's University School of Law

St. John's Law Review Volume 26 Number 1 Volume 26, December 1951, Number 1 Article 26 May 2013 Corporate Meetings, Minutes, and Resolutions (Book Review) John V. Thornton Follow this and additional works at: https://scholarship.law.stjohns.edu/lawreview Recommended Citation Thornton, John V. (1951) "Corporate Meetings, Minutes, and Resolutions (Book Review)," St. John's Law Review: Vol. 26 : No. 1 , Article 26. Available at: https://scholarship.law.stjohns.edu/lawreview/vol26/iss1/26 This Book Review is brought to you for free and open access by the Journals at St. John's Law Scholarship Repository. It has been accepted for inclusion in St. John's Law Review by an authorized editor of St. John's Law Scholarship Repository. For more information, please contact selbyc@stjohns.edu. BOOK REVIEWSOf course, when Dean Gavit adds that "[a] good lawyer is something of ascholar," it would seem that a motion is entirely in order to strike out "some-thing of."' 0Introduction to the Study of Law is an important contribution to thelist of books that the beginning law student should read in order to acquirethe firm foundation that is indispensable to make his study of law more thansimply the learning of a craft. Because of its wealth of material and thesimplicity of its presentation, a reading of Dean Gavit's book is heartily rec-ommended to the lawyer of tomorrow.EDwARD D. RE.*CORPORATE MEETINGS, MINUTES, AND RESOLUTIONS. By Lillian Doris andEdith J. Friedman. New York: Prentice-Hall, Inc., Third Edition, 1951.Pp. lxxiii, 1114. $12.50.This work blends a treatise on corporate law with a collection of formsfor use in corporate activities. The authors' purpose, as stated in the prefaceto the first edition, was (1) ".... to explain to those who are responsible forpreparing the minutes of corporate meetings, the elementary principles of cor-poration law, a knowledge of which is essential to a proper authorization ofcorporate action and to a proper record of action taken," and (2) ". . . topresent precedents of minutes and resolutions that meet the usual legal require-ments, that are carefully drawn, and readily adaptable to the needs of theaverage business corporation." In this, the third edition, the authors have ad-hered to the original aim, while at the same time bringing the second editionup to date. The plan of the book is to first present a chapter discussing theprinciples of law relating to a particular area of corporate life, and then tofollow this discussion with a chapter of forms dealing with the same generalarea. Most of the ordinary corporate problems are included, as well as a goodmany of the more unusual ones.The collection of forms, over eight hundred in all, is very good, and itsintelligent use should be of substantial aid to the practitioner and the business-man as well. Such forms are likely to be especially helpful to the attorneyin general practice, who, while not a specialist in corporate law, does a fairamount of such work. The specialist usually has his own collection of formswhich have been employed by himself or his colleagues in the past, and thushas no great need for outside assistance on this score. The general practitioner,on the other hand, especially if he practices alone or in a small office, normallydoes not have enough of any one type of legal business to justify the purchaseof a complete library of forms.The main sources of the forms contained in the book were corporateminute books which had been brought before official investigating committees10 Ibid* Professor of Law, St. John's University School of Law.1951 ]ST. JOHN'S LAW REVIEWor into courts as evidence, and opinions of courts in cases which directly orindirectly involved corporate resolutions. In many instances, of course, theeditors found it necessary to rewrite such resolutions in order to make usefulprecedents of them.By way of caution, it may be noted that any set of forms, even one ascarefully compiled as the present set, can be tremendously helpful, but at thesame time potentially very dangerous. Slavish adherence to forms can be thegreatest fault of an otherwise thoroughly competent lawyer or businessman.It is a familiar maxim that "no will has a brother," and the maxim hasanalogous application to corporate problems. Rarely do two exactly parallelsituations arise in any but the most routine aspects of corporate work. There-fore, a resolution or other document, though completely appropriate for theproblem for which it was designed, may be of no real value, or, worse, actuallyof harm, in another situation superficially similar but in essence quite different.The present authors seem to recognize this danger; thus, while pointing outthat laymen will find the specimens "informative," they wisely advise such lay-men to consult counsel before entering any business arrangement based thereon.In the reviewer's opinion, the splendid compilation of forms is the strongestpoint of the book. This is not to say that the treatise portions are of inferiorquality-far from it. But, as a treatise, the volume-at least when examinedfrom a lawyer's viewpoint-suffers from the difficulty inherent in any attemptat a generalized study of corporate law within the confines of approximatelyfive hundred pages; it simply cannot be done. Inevitably, under such circum-stances, it is sometimes necessary to overgeneralize, to ignore minority currentsof authority, and to state rather dogmatically, propositions which actually arenot free from doubt. The present work has not entirely escaped such diffi-culties. However, what the authors have done is to present a reasonably ade-quate study of the more common principles of corporate law, and, since thatis all they purport to do in the treatise parts of the book, their efforts mustbe deemed successful.In sum, the authors have compiled an extremely useful set of corporateforms and an adequate basic treatise in the corporate field. Employed withcare, their work can be of significant value to anyone responsible for thepreparation and use of corporate resolutions.JOHN V. THORNTON.** Instructor in Law, New York University.[ VOL.. 26

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