McDermott

“ A good many thousands of people in France and England and America learned from the newspapers the story of the nondescript in the blue overalls, who had behaved so gallantly at the crucial moment of a crucial fight. But McDermott never did. He seldom read newspapers. No one had been able to learn his name, so the reporters had given him a name. They called him “Dennis.” And it was “Dennis” who got the fame and glory. McDermott would not have identified himself with Dennis had he seen the newspapers. ”

“ McDermott's eyes were fastened steadily ahead to where, across the bald prairie, his own first home in [Pg 23] Alberta thrust its blunt head against the skyline. He was in a hurry to reach that long deserted shack.
From up the grade the figure of a horseman stood out in silhouette against the sun. Nettie's heart began to beat so wildly that she was obliged to grip the sleeve of the doctor's coat.
"That's right," he growled. "Hold on tight. These roads are a mortal disgrace—a disgrace to the community. Hello, there!" ”

“ All three legal experts agreed that McDermott Delaware could vote the shares it held in International. Further, Dean Fernandez specifically stated that it "is a principle of law that in matters of public law one can only do what is expressly allowed by the law; while in private law all acts not prohibited by law can be performed." This fully accords with basic principles of Delaware corporate law. ”

“ He had just got back to Brooklyn, and he carried his earthly possessions in a bundle wrapped in brown paper.
“I hear Yordy Crowley isn't givin' his racket this year,” said McDermott, laying his bundle on the bar and pouring out his drink.
“He is not,” said Tim. “He is in France helpin' out thim English.”
“Yordy will make a good sojer,” said McDermott. “He is a good man of his fists.”
“The Irish is all good sojers,” said Mr. O'Toole, sententiously. “There was that man Dinnis, now, that was in all av the papers.” ”

“ My honesty is my bread and butter ... and my conscience."
"Corporations have no souls; politics has no conscience. Williard...."
"My name is Carrington,"—abruptly. "In a matter of this kind I can not permit myself to be subjected to comparisons. You brought about my present position in municipal affairs."
"We had need of you, and still need you," confessed the other reluctantly. "The party needs new blood."
"You are a clever man, Mr. McDermott; you are a leader; let me appeal to your better judgment. Murphy is a blackguard, and he would be in any party, in any country. ”

“ Given that circumstance, and Delaware's long adherence to the internal affairs doctrine, there is no basis for us to impose our own law upon a foreign corporation.↑ While International cites some rather insubstantial federal tax savings as the motivating factor for issuing voting shares to McDermott Delaware, we recognize the potential of McDermott Delaware's voting interest to aid International in a hostile fight for control. ”

“ Carrington fought every inch of ground. He depended but little, if any, upon McDermott's assistance, though that gentleman came gallantly to his rescue, as it was necessary to save his own scalp. It crept into the papers that there was a rupture between Murphy and the Democratic candidate. ”

“ Stockholders also have a right to know by what standards of accountability they may hold those managing the corporation's business and affairs. That is particularly so here, given the significant fact that in the McDermott Group reorganization, and after full disclosure, 89.59% of the total outstanding common shares of McDermott Delaware were tendered in the exchange offer. Compare Norlin. ”

“ Murphy was a genuine party man, and not a leech, he would stand square for his party and not consider personal enmity. What would he do when he heard from McDermott that he (Carrington) had deliberately crossed him off the ticket of appointees?
From among some old papers in a drawer Carrington produced the portrait of a young girl of sixteen in fancy dress. When he had studied this a certain length of time, he took out another portrait: it was the young girl grown into superb womanhood. ”

“ He put away a second drink, rolling it over his tongue with satisfaction. “Do ye mind that Goostave Schmidt that used to kape bar acrost the strate? Ye do! Do ye mind th' time he hit me wid th' bung starter? Ye do!”
“Phwat thin?”
“Well, thin,” said McDermott, “I met up wid him ag'in in wan av thim Frinch barrooms. I do not remimber phwat he said to me nor phwat I said to him, for I was soused, Timmy. But wan word led to another, an' I give him as good as he sint, an' 'twas wid a bung starter, too. I brung it back wid me as a sooveneer av me travels in France.” ”

“ Charles Warren Stoddard, poet and traveller, was one of the kindest and most modest of men. In truth, that it was the combination of these rare qualities that had kept him from the crowd when lesser men made prodigious sales of their wares. To the man of mediocrity, it is a tickling sensation to float with the current to the music of the shore-rabble, who shout from an innate desire to hear their voices. With the possessor of that rare gift, genius, the mouthings of the [44] present count little; it is for a future hold on man, that he toils. ”

“ Following the 1982 Reorganization, McDermott Delaware became a 92%-owned subsidiary of International. The public stockholders of International hold approximately 90% of the voting power of International, while McDermott Delaware holds about 10%. ”

“ Since a state has no interest in regulating the internal affairs of a foreign corporation under MITE, Delaware has nothing left with which to counterbalance the burden that application of Section 160 (c) on International would impose on interstate commerce. Given all the circumstances, the trial court's ruling cannot stand. [16]
IV. Plaintiffs protest the issuance of voting stock to McDermott Delaware on public policy grounds, relying on the following statement from Norlin:
[The] statutes seek to safeguard minority shareholders from management attempts at self-perpetuation. ”

“ Since then Crawford has written twenty volumes of fiction. Crawford is frank and he tells us how he manages to produce in a few years the amount of an ordinary lifetime. “By living in the open air, by roughing it among the Albanian mountaineers, wandering by the sunny olive slopes and vineyards of Calabria, and by taking hard work and pot luck with the native sailors on long voyages in their feluccas,” are the means of the novelist to hold health and make his pen work a laxative employment. ”

“ His career has been a strange one, full of life. His early years were spent in Rome, where his father was known as a sculptor, his boyhood in the vicinity of Union Square, his early manhood in England and India. In the latter [29] country he was the editor, proof-reader, typesetter of a small journal in the natives’ interest. As such he was a thorn to the notorious freak, Blavatsky. Crawford is an American by inheritance, an Italian by breeding, an Englishman by training, an Indian by virtue of writing about India with the knowledge of a native. ”

“ Had Crawford been a tradesman he might have produced a passable book, but being an artist, he failed, not knowing what paint to mix in order to get the coloring. The difference between an artist and tradesman, the one must go to nature direct, the other takes her secondhand. No artist can catch the lines of an Italian sunset from a studio window in London. “Art is interpretive, not imitative.” Crawford is only a novelist in the [36] true sense when he knows his characters and their surroundings. ”

“ By contrast, applying local internal affairs law to a foreign corporation just because it is amenable to process in the forum or because it has some local shareholders or some other local contact is apt to produce inequalities, intolerable confusion, and uncertainty, and intrude into the domain of other states that have a superior claim to regulate the same subject matter . ”

“ There is the honor and purity of the fireside respected; the overpowering sweetness and strength of family ties acknowledged; the reverential love that awaits upon the father and mother shown. There are sensitive and refined women bearing sorrow with resignation and hardship without rebellion; combating pain with patience and fulfilling harsh duty without complaint. ”

“ For the hum of wheels we have the songs of birds, the music of waterfalls, the purr of mountain brooks and the harmonies of the winds playing through the thousand different species of trees, each one differing in melody, but combining in one grand symphony. Orchestras are muffled music when compared to nature’s lute. The pipes of Pan is but a poet’s struggle to embody in speech such a symphony. ”

“ In fields like torts, where the typical dispute involves two persons and a single or simple one-shot issue and where the common substantive policy is to spread the loss through compensation and insurance, the preference for forum law and the emphasis on the state interest in forum residents which are the common denominators of the new conflicts methodologies do not necessarily lead to unacceptable choices. ”

“ Newman, Barry, Lilly, Brownson, Hecker, Ireland, Spalding, all the glittering names on our rosary have heard it, and went their way, knowing full well that if the finger of God traces their path, human obstacles are of little weight. ”

“ Kana-ana, who had tasted of civilization, finding it hollow, pining for his own fair land, and when restored to the shade of his native palms, wasting away, dying delirious, in his tiny canoe, rocked to death by the spirit of the deep. ”

“ As surely as every writer of a work of imagination holds the mirror for his own age to glass herself in, as surely as Dante crystallized his enemies in immortal scorn, or that the vast gallery of Shakespeare was taken from every phase of life that met in London ”

“ Guiney’s friend and faithful mentor, O’Reilly, had taught her to abhor all those who spent their waking hours chiselling cherry stones. To him it was a poet’s duty to aim high, attune his lyre, not to the petty, but the manly and hopeful; never to debase the lyre by an utterance of selfishness, but to consecrate it with the strains of liberty and humanity. If Guiney follows the teachings of her early friend—teachings which are substantially sound, she will yet produce poems that the world will not willingly let die. ”

“ A few years spent in the study of social science, the world still staggering on blindly, then if not a cataclysm, a new literary or scientific craze. Fiddling while the city burns, will be the legend on the medal commemorating the era of sociology, unless sociologists grasp or try to grasp the only realities in the form and substance of society. ”

“ The philosophers and statesmen of Greece afford evidence of power in the exercise of the speculative and practical intellect which can compete with the best exertions of modern philosophical and political thought. The drama of that people is only rivalled by the one towering genius of the Elizabethan era. Thirty centuries have produced nothing like the Iliad.
Possibly much of the reasoning relied upon to prove the evolution of society in the sense of human advancement is based on assuming that a high state of civilization means a highly complex society. ”

“ The book as it is costs too [92] much and is hardly compact enough for those who need the strong lessons of such a life as O’Reilly’s. In a smaller compass and at less cost, done in that delightful way so thoroughly shown in his art of paragraphing, the little book would be a guide-post to many a struggling lad and lass. And to the young of our race must we look and to the exiled part for the full flowering. As the poet, so is the man, cheery, unaffected, kindly and man-loving. He has no airs, lacks the melodramatic of the airy-fairy school. ”

“ Love, one of them, is your most attractive theme, but as Lilly has it, love is not to you what it is to the physiologist, a mere animal impulse which man has in common with moths and molluscs. Your task is to extract from human life, even in its commonest aspects, its most vulgar realities, what it contains of secret beauty; to lift it the level of art, not to degrade art to its level. Few American writers more fully realized these great artistic truths than the master under whose fatherly tuition Miss Conway had long been placed. Boyle O’Reilly was a Grecian in his love for nature. ”

“ At every sentence we halt and find a memory. He has the sense of art, if Maupassant’s definition of it as ‘the profound and delicious enjoyment which rises to your heart before certain pages, before certain phrases’ be correct. ”

“ A flying spark from his anvil lights up the dullest intellect. It is a stimulus to the weary brain, after wading through essays as to what constitutes an ideal, to have the gentle scholar, across the blazing pine logs, on a winter’s night, say: “A genius conceives and expresses a great thought. The conception so expressed delights. It enters men’s souls; it compels their admiration. They applaud and are rejoiced that another masterpiece has been brought into existence to grace the world of art and letters. The genius alone is dissatisfied. ”

“ Since then the all absorbing scientific spirit prevails, and we moderns brush away the delightful humor of Dickens for the analytical puzzles of Henry James; the keen satire of Thackeray for the coxcomberies of George Meredith. Fairy cult interests none, modern children are ancient men. Scepticism is rampant, and the cause of it is, in a great manner, due to the modern novelist. This product of the 19th [26] century world-spirit coolly tells us that romance lies dead. ”