Louis Brandeis

“ The heater company contends that, if the notes are not to be paid in full, it should receive a sum much larger than its distributive share of the purchase price paid by the new corporation. Unlike the bank, it does not argue that the court was obliged to make an independent investigation into the value of the assets before fixing the upset price. ”

“ In January, 1931, the management of the corporation concluded, after months of consideration and conference with the bankers, that a revision of its capital structure was desirable in order to effect a drastic reduction of the debenture liability and the elimination of all fixed charges, and that, to this end, default should be made in the payment of the February 1, 1931, interest on the debentures. Before the merger, the constituent concerns had operated successfully for many years. After the merger, the business ceased to prosper. ”

“ Reorganization was the primary relief sought. The appointment of the receivers and the judicial sale were the device employed to effect a transfer of the assets of the existing corporation to a new one, thereby relieving both from the payment of the former's debts. [9] By these means it was hoped to subject all dissenting creditors to the condition of impotency so frequently occupied by minority stockholders.
The substantive law affords no warrant for so abridging the rights of individual creditors. ”

“ The bank does not claim that the District Court was without equity jurisdiction or that the bill lacked equity. It concedes that the court could properly lend its aid to effectuate the proposed reorganization and, to this end, might sell the assets as an entirety. ”

“ Coriell, 289 U.S. 426, 436, 53 S.Ct. 678, 77 L.Ed. 1300, every important determination by the court calls for an informed, independent judgment; and special reasons exist for requiring adequate, trustworthy information where the jurisdiction rests wholly upon the consent of the defendant who joins in the prayers for relief. ”

“ Bank, 95 Ill. 298.↑ 'An execution sale under a consent judgment, where the consent is, in effect, not the act of the defendant, but that of the plaintiff prosecuting the action, is in reality merely a voluntary transfer. To give it any better standing would be the grossest sacrifice of substance to form.' Title Ins. ”

“ It provided that a new corporation be organized which would take over all the assets of the existing one, continue the business, and pay in cash all the current debts for merchandise and services; that the debenture indebtedness be scaled by giving for each $1,000 of the 6 1/2 per cent. ”

“ During the receivership, only the Pennsylvania plants were in operation. [19] For them there was still substantial business; and that business might then have been profitable if not burdened with the cost of carrying the many unused properties. ”