Louis Brandeis

“ It is first urged that the estate of Phillips can be assessed only for its pro rata share of the deficiency, according to the ratio which the stock held by him bore to the total outstanding stock of the corporate taxpayer at the time of dissolution. The argument is that the federal Equity Rules require that all stockholders be brought in as necessary parties and be proportionately subjected to liability. ”

“ Stockholders who have received the assets of a dissolved corporation may confessedly be compelled, in an appropriate proceeding, to discharge unpaid corporate taxes. Compare Pierce v. United States, 255 U.S. 398, 41 S.C.t. 365, 65 L. Ed. 697. Before the enactment of section 280 (a) (1) , such payment by the stockholders could be enforced only by bill in equity or action at law. [2] Section 280 (a) (1) provides that the liability of the transferee for such taxes may be enforced in the same manner as that of any delinquent taxpayer. ”

“ Delay in the judicial determination of property rights is not uncommon where it is essential that governmental needs be immediately satisfied. For the protection of public health, a state may order the summary destruction of property by administrative authorities without antecedent notice of hearing. ”

“ One who receives corporate assets upon dissolution is severally liable, to the extent of assets received, for the payment of taxes of the corporation; and other stockholders or transferees need not be joined. [16] Nonjoinder cannot affect or diminish the several liability of the stockholder or transferee sued. ”

“ Property rights must yield provisionally to governmental need. Thus, while protection of life and liberty from administrative action alleged to be illegal may be obtained promptly by the writ of habeas corpus, United States v. ”

“ While it is permissible for a respondent to bring in other stockholders or transferees by a cross-bill, [15] this procedure is founded upon the desire not to urde n the courts with a multiplicity of suits. Compare Hatch v. Dana, 101 U.S. 205, 211, 25 L. Ed. 885. Such rule of convenience is not applicable in summary administrative proceedings like that provided by section 280 (a) (1) . ”

“ There is no substantial relaxation of this principle in the provision that, while an appeal is pending before the Board of Tax Appeals, no proceeding by distraint may be taken, and, notwithstanding Rev. ”