Goldstein v. Groesbeck’s Empirical Analysis

Citation profile

56 federal appellate · 6 district · 11 state decisions

Most-quoted passages

The sentences later courts lift from this opinion, ranked by how many decisions quote each — the parts of the opinion doing the work. These counts are smaller than the citation total above because most of the 99 citing decisions cite the case generally; a passage count includes only decisions quoting that exact language verbatim.

1. ““A shareholder’s suit in essence is nothing more than a suit by a beneficiary of a fiduciary to enforce a right running to the fiduciary as such; a double derivative suit is one in which the beneficiary is in his turn a fiduciary, and as such refuses to enforce the right which is his as beneficiary of the first fiduciary.” 142 F.2d at page 425 .”

   2 later decisions quote this exact passage · from the majority
   e.g. Matthies v. Seymour Manufacturing Co. · 351 F. Supp. 895 - Gadd v. Pearson

2. ““The present action is surely to enforce a duty created by the Act, since but for the Act the payments under the service and construction contracts would be innocuous enough; and the words ‘any liability or duty’ are clearly broad enough to include any breaches of duty causing injury or loss to private persons. See Baird v. Franklin, 2 Cir., 141 F.2d 238” ( 142 F.2d at page 425 .) “Violation being thus established, § 26(b), 15 U.S.C.A. § 79z(b), in express terms declares the contracts void. It should follow that the operating companies are entitled to a refund, for no other result can fulfill the expressed purpose of the Act of protecting subsidiaries from the overreachings of holding companies” (at page 426.) “Defendants object that § 4(a) (2) cannot be enforced by a private party because its proscription of service contracts is made as a penalty for the failure of the holding company to register under § 5 of the Act, 15 U.S.C.A. § 79e. Electric Bond & Share Co. v. S. E. C. [2 Cir., 92 F.2d 580 ], supra. Since some penalties can be enforced by private parties, the label is in any event inconclusive. Life & Casualty Ins. Co. of Tennessee v. McCray, 291 U.S. 566, 574 , 54 S.Ct. 482 , 78 L.Ed. 987 , and cases cited therein. If private parties were to be held precluded from thus relying upon the Act, on the theory that its terms constituted a penalty, it would seem to follow that the private operating companies must pay the amounts due under the contracts, even though they were ”

   1 later decision quote this exact passage · from the majority
   e.g. Brown v. Bullock

3. “The justification' for allowing a double derivative suit * * * to be maintained is that both the original corporation that is said to have suffered wrong and its shareholder corporation which had the right to bring a derivative suit were in the control of those charged with inflicting the corporate injury.” United States Lines v. United States Lines Co., 2 Cir., 1938, 96 F.2d 148, 151 .”

   1 later decision quote this exact passage · from the majority
   e.g. Matthies v. Seymour Manufacturing Co.