Loew's Inc.

“ I therefore conclude that the stockholders of Loew's do have the right between annual meetings to elect directors to fill newly created directorships.
[D572] Plaintiff next argues that the shareholders of a Delaware corporation have no power to remove directors from office even for cause and thus the call for that purpose is invalid. The defendant naturally takes a contrary position. ”

“ I need not decide how far the rights of such directors go but I am satisfied that they are not less than the rights of the four "in" directors insofar as the right to have a stockholders' list is concerned. The fact that Vogel, as president, had the power to call a stockholders' meeting to elect directors, and is, so to speak, in physical control of the corporation, cannot obscure the fact that the possible proxy fight is between two sets of directors. Vogel, as president, has no legal standing to make "his" faction the exclusive voice of Loew's in the forthcoming election. ”

“ He also notes that the Loew's by-laws provide for the removal of officers and employees but not directors. From these facts he argues that it was intended that directors not be removed even for cause. I believe the statute and by-law are of course some evidence to support plaintiff's contention. But when we seek to exclude the existence of a power by implication, I think it is pertinent to consider whether the absence of the power can be said to subject the corporation to the possibility of real damage. ”

“ Credits: Producer, Arthur Freed; director, Busby Berkeley; screenplay, Jack McGowan, Kay Van Riper; film editor, Frank Sullivan; music director, George Stoll; musical adaptation, Roger Edens; orchestral arrangements, Leo Arnaud, George Bassman. © Loew's, Inc.; 15Sep39; LP9144. BABES IN HOLLYWOOD. Presented by Adolph Zukor. 1935. 1 reel, sd. Credits: Producer, George M. Arthur; written and directed by Robert McGowan. © Paramount Productions, Inc.; 24Oct35; MP5938. BABES IN THE GOODS. (Hal Roach Comedy) (Thelma Todd and Patsy Kelly Comedy) 1934. 2 reels, sd., b&w. Credits: Director, Gus Meins ”

“ Based on the book by Mark Twain [pseud. of Samuel Langhorne Clemens] . Credits: Producer, Joseph L. Mankiewicz; director, Richard Thorpe; screenplay, Hugo Butler; music score, Frank E. Hull, Franz Waxman. © Loew's, Inc.; 10Feb39; LP8644. THE ADVENTURES OF JACQUES. © 1913. 2 reels. Credits: Lorimer Johnston. © American Film Mfg. Co.; title, descr. & 82 prints, 18Aug13; LU1123. THE ADVENTURES OF JANE ARDEN. 1939. 6 reels, sd. Based on the comic strip created by Monte Barrett and Russell E. Ross. Credits: Director, Terry Morse; screenplay, Vincent Sherman, Lawrence Kimble, Charles Curran. ”

“ The Government's third request is, like the first, designed to prevent distributors from subjecting prospective purchasers to a 'run-around' on the purchase of individual films. No doubt temporary refusal to sell in broken lots to one customer while negotiating to sell the entire block to another is a proper business practice, viewed in vacuo, but we think that if permitted here it may tend to force some stations into buying pre-set packages to forestall a competitor's getting the entire group. ”

“ Producers and exhibitors were, many of them, emerging from pants factories and penny arcades. It was about this time that Marcus Loew and Joseph Schenck, both now imposing figures in the show business, were opening the Royal Theater in Brooklyn. Loew had accumulated a hundred and fifteen thousand dollars running store shows and he put all of it into the Royal, rented a picture program costing him eighty dollars a week and opened the house at ten cents. He confined his advertising, as he always had done, to posters in front of the theater. The first day the Royal played to one paid spectator. ”

“ July 13th 1867; 15 February 1869 Letters from Alexander Henry Haliday to Hermann Loew, December 1867 and 186- Letters from Alexander Henry Haliday to Hermann Loew 2 April 1868- July 22 1868 Letters from Alexander Henry Haliday to Hermann Loew July-October 1868 and Fragmentia Letters from Alexander Henry Haliday to Hermann Loew July-December 1868 TRANSCRIPTION OF LETTERS BETWEEN JOHN CURTIS AND A. H. HALIDAY In the Library of the Royal Entomological Society of London. ”

“ The history of Lowell, Mass., is not identical with that of other manufacturing places in New England, and for two reasons: first, because here were gathered together a larger number of factory people, and among them were the first who showed any visible sign of mental cultivation; and, second, because it was here that the practice of what was called “The Lowell factory system” went into operation, a practice which included the then new idea, that corporations should have souls, and should exercise a paternal influence over the lives of their operatives. ”

“ Lowell, with its steeple-crowned factories, resembles a Spanish town with its convents; but with this difference, that in Lowell, you meet no rags nor Madonnas, and that the nuns of Lowell, instead of working sacred hearts, spin and weave cotton. Lowell is not amusing, but it is neat, decent, peaceable, and sage. Will it always be so? Will it be so long? It would be rash to affirm it; hitherto the life of manufacturing operatives has proved little favorable to the preservation of severe morals. So it has been in France, as well as in England; in Germany and Switzerland, as well as in France. ”

“ In addition to this, the corporation paid twenty-five cents a week to the boarding-house keeper, for each operative. But this sum was soon withdrawn, the girls were obliged to pay it themselves, and this was one of the grievances which caused the first strike among the Lowell factory operatives.
By this it will be seen that there could not have been much aristocracy of wealth; but (as in most manufacturing cities to-day) , there was a class feeling, which divided the people, though not their interests. For, as has been said, the corporation guarded well the interests of its employees ”

“ Such is the conclusion of a majority of the court, and therefore the suit cannot be maintained for the restoration to the complainant of moneys thus expended, which otherwise would have gone to it as net earnings of the joint management. But the purchase of the controlling interest in the stock of the Lowell & Lawrence and of the Salem & Lowell Railroad Companies stands upon a different footing. That was a matter solely for the Lowell Corporation. The purchase was never authorized by any vote of the directors of the Nashua Company. ”

“ The Federation went so far as to grant a special dispensation to its members to purchase hats made by other non-union labor, rather than patronize the Loewe brand. Mr. Loewe, though he suffered enormous loss as a result of these proceedings, pluckily kept up the fight. Under the Sherman Law, an aggrieved citizen is authorized to bring private suit against persons engaged in a conspiracy to restrain his trade, and, if he successfully maintains his case, may recover three-fold damages. ”

“ As seen by the provisions of the joint traffic contract given above, the Lowell Corporation was to complete the construction of a passenger station, with all necessary approaches, in the city of Boston, in 1857, at its own expense, and to alter the passenger depot then existing there into a freight depot, also at its own expense, and the Nashua Corporation was at its own expense to erect a freight depot at the city of Lowell for the accommodation of the joint business ”

“ These authors represent what may be called the poetic element of factory-life. They were the ideal mill-girls, full of hopes, desires, aspirations; poets of the loom, spinners of verse, artists of factory-life.
The Lowell Offering did a good work, not only among the operatives themselves, but among the rural population from which they had been drawn. It was almost the only magazine that reached their secluded homes, where it was lent from house to house, read and re-read, and thus set the women to thinking, and added its little leaven of progressive thought to the times in which it lived. ”

“ The great project of Washington's Potomac Company, involving the extensive improvement of that river for navigation, was not, of course a Loudoun enterprise, although the welfare of her people was greatly affected and such Loudoun men as Joseph Janney, Benjamin Shreve, John Hough, Benjamin Dulaney, William Brown, John Harper, William Ellzey, and Leven Powell were at one time or another, as directors or stockholders, interested in the undertaking. ”

“ How I should rejoice to see a large Lowell mill wholly owned and managed by women! What is to make it possible?—only, that the unoccupied women of wealth and rank, at this moment in the Commonwealth, should combine to build or buy such a mill. Suppose it well managed, representing ultimately a million of dollars: do you believe it would long remain without political power? Just as the testy trade of Upsal demanded the franchise for its eighty-one women, so would the Lowell mill. ”

“ During the War of 1812 we had in England an industrial spy, whose
campaign there has perhaps accomplished more for the country than all
our armies did. It was Francis C. Lowell, of Boston. Great Britain was
just introducing the power loom. The secret of structure was guarded
with all vigilance, yet Lowell, passing from cotton factory to cotton
factory with Yankee eyes, ears, and wit, came home in 1814, believing,
with good reason, as it proved, that he could set up one of the machines
on American soil. ”

“ The agents have stood forward in the support of schools, churches, lectures, and lyceums, and their influence contributed highly to the elevation of the moral and intellectual character of the operatives. Talent has been encouraged, brought forward, and recommended."—For some considerable time the young women wrote, edited, and published a newspaper among themselves, called the Lowell Offering.—"And Lowell has supplied agents and mechanics for the later manufacturing places who have given tone to society, and extended the beneficial influence of Lowell through the United States. ”

“ For many years this road had been connected with and used by the Boston & Lowell Railroad corporation, and, as Mr. White clearly saw, on terms greatly disadvantageous to the stockholders of the Nashua & Lowell company. The stock had gradually declined much below par. To resist so great and powerful a corporation required pluck and energy. To be successful against such odds demanded a leader daring, prompt, aggressive. Mr. White was the man for the emergency. How well his measures succeeded is realized not only by every stockholder, but in all railroad circles throughout New England. ”

“ Webster among the company of Mr. Lowell’s early friends, though the hour spent in the United States Court seems to have been a very important hour in his life. Who shall say what would have come had he “found a place,” and begun on life by rising early, “sweeping out the store,” filling and trimming the oil lamps, and then running the errands for some treasurer of a woolen factory or dealer in teas or spices? Such was the precise experience of many of his young companions in college, who “elected,” on graduation, to “go into business.” ”

“ Of the many factory towns that sprung up in rapid succession when the factory system had once become established, none is more interesting or conveys a better picture of early factory life than Lowell. I will, therefore, ask the reader to accompany me in mind to Lowell of 1840, that Lowell described by Whittier as "the wonderful city of spindles and looms and thousands of factory folk," and to whose pioneer women workers the same poet refers as "priestesses of the divinity of labor." ”

“ Our young author contributed to the “Offering,” over the signatures “Rotha,” or “L. L.,” a number of poems and short prose articles, proving herself to be of sufficient ability to stand as a typical Lowell factory girl.
The principle of the interest of manufacturers in the lives of their operatives was illustrated in Lowell, though it was not carried out always as intelligently as it should have been. Children were allowed to work too young. ”

“ He became virtually the leader in the whole matter, and seventy-nine underwriters agreed to pay one hundred pounds each to start it fairly. Thus was the “New Lloyd’s,” as it was then called, first organised. It is not, nor ever has been, an insurance company, but rather a fraternity of merchants, shipowners, bankers, and capitalists subscribing for a place where they could meet and transact business. It is a maritime exchange. But each man is guided by his own intelligence, and must measure the extent of business which he undertakes by the standard of his personal capital. ”

“ In only one of the corporations, that of the Merrimack Company, does the profit amount to 12 per cent. In one, that of the Boott Company, it falls below 7 per cent. The average profit of the various establishments is something below 9 per cent. I am of course speaking of Lowell as it was previous to the war. American capitalists are not, as a rule, contented with so low a rate of interest as this.
The States in these matters have had a great advantage over England. They have been able to begin at the beginning. ”

“ Louvier has made a gigantic speculation in this new street, and with so many other irons in the fire he must want all the money he can get at. I dare say that if you do not pay him what you owe, he must leave it to his agent to take steps for announcing the sale of Rochebriant. But he detests scandal; he hates the notion of being severe; rather than that, in spite of his difficulties, he will buy Rochebriant of you at a better price than it can command at public sale. Sell it to him. Appeal to him to act generously, and you will flatter him. You will get more than the old place is worth. ”

“ When I went to Lowell I travelled with an American gentleman, who will, I have no doubt, corroborate my statement, and I must say that, however pure Lowell may have been at the time when the encomiums were passed upon it, I have every reason to believe, from American authority as well as my own observation, that a great alteration has taken place, and that the manufactories have retrograded with the whole mass of American society. ”