cohen
beneficial
indus
loan
argued
april
decided
june
cohen
beneficial
indus
loan
philip
kurland
new
york
city
charles
hershenstein
jersey
city
hannah
cohen
another
john
harlan
new
york
city
beneficial
industrial
loan
corporation
justice
jackson
delivered
opinion
ultimate
question
whether
federal
jurisdiction
stockholder
derivative
action
parties
diverse
citizenship
must
apply
statute
forum
state
makes
plaintiff
unsuccessful
liable
expenses
including
attorney
fees
defense
requires
security
payment
condition
prosecuting
action
petitioners
decedent
plaintiff
brought
district
new
jersey
action
right
beneficial
industrial
loan
corporation
delaware
corporation
business
new
jersey
defendants
corporation
certain
managers
directors
complaint
alleged
generally
since
individual
defendants
engaged
continuing
successful
conspiracy
enrich
expense
corporation
specific
charges
mismanagement
fraud
extended
period
eighteen
years
assets
allegedly
wasted
diverted
thereby
said
exceed
stockholder
demanded
corporation
institute
proceedings
recovery
control
corporation
individual
defendants
prevented
stockholder
therefore
sought
assert
right
corporation
one
stockholders
owned
two
million
shares
holdings
together
shares
held
intervenor
approximated
outstanding
stock
market
value
never
exceeded
action
brought
various
proceedings
taken
therein
new
jersey
enacted
statute
involved
general
effect
make
plaintiff
small
interest
liable
expenses
attorney
fees
defense
fails
make
good
complaint
entitle
corporation
indemnity
case
prosecuted
conditions
made
applicable
pending
actions
corporate
defendant
therefore
moved
require
security
pointed
might
required
indemnify
individual
defendants
averred
bond
appropriate
district
opinion
state
enactment
applicable
action
pending
federal
appeals
contrary
opinion
reversed
granted
certiorari
appealability
threshold
met
question
whether
district
order
refusing
apply
statute
appealable
one
title
provides
predecessors
appeal
final
decisions
district
courts
except
direct
appeal
provided
section
allows
appeals
also
certain
interlocutory
orders
decrees
judgments
material
case
except
indicate
purpose
allow
appeals
orders
final
judgments
final
irreparable
effect
rights
parties
obvious
congress
allowed
appeals
final
judgments
terminate
action
order
appealable
effect
statute
disallow
appeal
decision
tentative
informal
incomplete
appeal
gives
upper
power
review
one
intervention
long
matter
remains
open
unfinished
inconclusive
may
intrusion
appeal
district
action
upon
application
concluded
closed
decision
final
sense
appeal
taken
statute
permit
appeals
even
fully
consummated
decisions
steps
towards
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judgment
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purpose
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review
stages
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judgment
results
order
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make
step
toward
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disposition
merits
case
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final
judgment
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late
effectively
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order
rights
conferred
statute
applicable
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probably
irreparably
conclude
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decision
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nature
affect
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merits
case
decision
appears
fall
small
class
finally
determine
claims
right
separable
collateral
rights
asserted
action
important
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review
independent
cause
require
appellate
consideration
deferred
whole
case
adjudicated
long
given
provision
statute
practical
rather
technical
construction
bank
columbia
sweeney
pet
river
rouge
improvement
cobbledick
hold
order
appealable
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disposition
claimed
right
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cause
action
require
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mean
every
order
fixing
security
subject
appeal
right
security
presents
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unsettled
question
right
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order
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exercise
discretion
amount
security
matter
statute
makes
subject
reconsideration
time
time
appealability
present
different
question
since
order
may
reviewed
appeal
petition
whereby
corporation
asserts
right
compel
security
mandamus
dismissed
constitutionality
petitioners
deny
validity
statute
federal
new
jersey
constitutions
latter
question
ultimately
state
courts
since
made
contrary
determination
shall
presume
circumstances
case
statute
conforms
state
constitution
federal
constitutional
questions
must
consider
federal
give
effect
either
diversity
nondiversity
case
state
statute
violates
constitution
background
stockholder
litigation
statute
deals
requires
general
notice
business
enterprise
increasingly
sought
advantages
incorporation
management
became
vested
almost
uncontrolled
discretion
handling
people
money
vast
aggregate
funds
committed
corporate
control
came
drawn
considerable
extent
numerous
scattered
holders
small
interests
director
subject
effective
accountability
created
strong
temptation
managers
profit
personally
expense
trust
business
code
became
tolerant
practices
corporate
laws
lax
stockholders
face
gravest
abuses
singularly
impotent
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redress
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trust
equity
came
relief
stockholder
standing
bring
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action
law
faithless
directors
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equity
however
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step
corporation
shoes
seek
right
restitution
demand
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demand
corporation
vindicate
rights
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hear
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corporation
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corporation
defendant
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helplessness
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management
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incentive
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stockholders
interests
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suits
sometimes
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real
wrongs
realize
upon
nuisance
value
bought
secret
settlements
wrongs
general
body
share
owners
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stockholder
mollified
payments
corporate
assets
litigations
aptly
characterized
professional
slang
suits
said
suits
commonly
brought
small
irresponsible
large
stockholders
former
put
less
risk
small
interest
often
within
capacity
readiness
management
compromise
large
one
need
determine
measure
abuses
evils
produced
one
hand
prevented
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legislature
new
jersey
like
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warrant
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nature
stockholder
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action
makes
one
regulation
legislature
state
wide
powers
whatever
theory
one
may
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nature
corporate
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relations
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stockholders
dependent
upon
state
law
may
subject
complete
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regulation
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authority
form
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action
directors
managers
technically
trustees
occupy
positions
fiduciary
nature
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constitution
prohibits
state
imposing
strictest
measure
responsibility
liability
accountability
either
condition
assuming
office
consequence
holding
likewise
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brings
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action
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corporation
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technically
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sues
alone
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upon
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wisdom
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stockholders
chosen
corporate
director
manager
election
plaintiff
steps
forward
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volunteer
champion
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constitution
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place
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processes
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considers
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interests
elects
represent
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long
ago
equity
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rules
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impose
procedural
regulations
class
action
applicable
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power
type
litigation
considering
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involved
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us
judge
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remark
upon
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constitution
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heavily
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pending
litigation
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imposes
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security
reasonable
expenses
including
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fees
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supplied
corporation
parties
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subject
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reveals
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proved
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state
makes
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character
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foreclose
resort
stockholders
available
judicial
remedy
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rights
course
require
security
payment
kind
costs
necessity
bearing
kind
expense
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effect
deal
power
wisdom
think
notwithstanding
tendency
within
power
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close
courts
type
litigation
condition
reasonable
security
met
contention
statute
denies
equal
protection
laws
based
upon
fact
enables
stockholder
owns
corporation
outstanding
shares
market
value
proceed
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either
security
liability
imposes
upon
elect
proceed
smaller
interest
think
state
forbidden
use
amount
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financial
interest
measures
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injury
misconduct
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measure
good
faith
responsibility
one
seeks
election
act
custodian
interests
stockholders
indication
volunteers
large
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litigation
real
sense
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putting
forward
claim
capitalize
personally
harassment
value
may
best
ways
precluding
lawsuits
unable
say
classification
poses
based
upon
percentage
market
value
stock
alleged
injured
wrongs
unconstitutional
one
classification
based
percentage
amount
necessarily
somewhat
arbitrary
difficult
say
many
lines
drawn
legislation
give
line
perfectly
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protection
taxpayer
income
think
equality
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rate
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uire
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one
one
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figure
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say
stockholder
company
stock
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board
directors
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jersey
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statute
applies
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action
retrospectively
render
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blount
windley
western
union
telegraph
louisville
chase
securities
donaldson
looking
upon
statute
indicated
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drastic
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find
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renders
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governs
plaintiff
brought
case
new
jersey
trial
likely
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new
jersey
apply
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mfg
griffin
mccoach
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forum
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therefore
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constitution
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jersey
security
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actions
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held
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progeny
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latter
whereby
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cases
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administers
state
system
law
except
details
related
conduct
business
guaranty
trust
new
york
york
substantial
argument
new
jersey
statute
applicable
provisions
mere
rules
procedure
rather
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substantive
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jersey
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trust
new
york
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new
jersey
statute
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new
york
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litigation
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view
rule
federal
rules
civil
procedure
derived
former
equity
rules
sanction
congress
valid
governs
cohen
case
however
state
new
jersey
power
govern
federal
diversity
suits
within
borders
matters
substantive
tinge
aspect
may
questioned
whether
event
conflict
local
policy
federal
sitting
state
give
effect
rule
requirement
complaint
aver
plaintiff
shareholder
time
transaction
complains
share
thereafter
devolved
operation
law
strict
abstract
sense
provision
seem
much
one
new
jersey
requirements
bond
etc
seem
highly
doubtful
automatic
mechanical
application
dichotomy
either
congress
create
limitation
diversity
litigation
since
substantive
matter
control
see
moore
federal
practice
ed
doubt
validity
rule
power
congress
enact
rule
even
though
substantive
aspect
notwithstanding
aspect
rule
closely
related
procedural
matters
affecting
litigation
federal
courts
conceive
invalidity
also
present
cases
think
state
regulations
though
may
regarded
substantive
aspect
closely
related
modes
methods
conducting
litigation
federal
courts
capable
displacing
congress
power
regulation
respects
federal
courts
power
hear
determine
respective
controversies
accordingly
reverse
judgments
cohen
ragan
cases
affirm
woods
case
footnotes
chapter
new
jersey
laws
provides
pertinent
part
follows
action
instituted
maintained
right
domestic
foreign
corporation
holder
holders
shares
voting
trust
certificates
representing
shares
corporation
total
par
value
stated
capital
value
less
five
per
centum
aggregate
par
value
stated
capital
value
outstanding
shares
corporation
stock
every
class
unless
shares
voting
trust
certificates
held
holder
holders
market
value
excess
fifty
thousand
dollars
corporation
whose
right
action
brought
shall
entitled
stage
proceeding
final
judgment
require
complainant
complainants
give
security
reasonable
expenses
including
counsel
fees
may
incurred
connection
action
parties
defendant
connection
therewith
may
become
subject
pursuant
law
certificate
incorporation
equitable
principles
corporation
shall
recourse
amount
jurisdiction
shall
determine
upon
termination
action
amount
security
may
thereafter
time
time
increased
ecreased
discretion
jurisdiction
action
upon
showing
security
provided
may
become
inadequate
excessive
action
suit
proceeding
brought
maintained
right
domestic
foreign
corporation
holder
holders
shares
voting
trust
certificates
representing
shares
corporation
must
made
appear
complainant
shareholder
holder
voting
trust
certificate
time
transaction
complains
share
voting
trust
certificate
thereafter
devolved
upon
operation
law
act
shall
take
effect
immediately
shall
apply
actions
suits
proceedings
pending
final
judgment
entered
future
actions
suits
proceedings
see
new
york
general
corporation
law
consol
laws
laws
maryland
wisconsin
stat
old
equity
rule
ix
equity
rule
rule
see
hornstein
problems
procedure
stockholders
derivative
suits
hornstein
directors
expenses
stockholders
suits
id
koessler
stockholder
suit
comparative
view
id
hornstein
new
aspects
stockholders
derivative
suits
id
carson
current
phases
derivative
actions
directors
jackson
reorganization
corporate
concept
effect
section
new
york
general
corporation
law
carson
phases
derivative
actions
directors
cornell
house
stockholders
suits
mitchell
laws
hornstein
death
knell
stockholders
derivative
suits
new
york
california
zlinkoff
american
investor
constitutionality
section
new
york
general
corporation
law
yale
see
douglas
directors
direct
daniel
family
security
life
insurance
may
noted
disposition
local
law
problem
apparently
presented
erie
consistent
either
remand
current
view
federal
district
required
treat
diversity
case
exactly
state
state
district
sitting
erie
case
arose
alleged
pennsylvania
tort
stated
appeals
erred
decide
issue
state
law
page
page
pennsylvania
law
id
erie
case
initiated
tompkins
citizen
pennsylvania
federal
southern
new
york
jurisdiction
company
corporation
state
page
page
emphasis
added
accordingly
erie
construed
issue
remand
law
new
york
state
applied
pennsylvania
tort
sole
issue
determined
remand
applicable
pennsylvania
law
without
mention
probable
attitude
new
york
courts
tompkins
erie
justice
brandeis
retired
held
federal
district
courts
required
follow
local
conflict
laws
doctrine
resolution
diversity
cases
klaxon
stentor
electric
mfg