INTRODUCTORY NOTE

THE addresses of which this volume is composed were delivered during the early spring of 1916, at the instance of the Association of the Bar of the City of New York, to audiences drawn from the practicing lawyers of New York City. They excited so much interest, evidenced not only by an unexpectedly large attendance but by repeated and continuing requests for copies of the lectures, that the Executive Committee of the Association has felt justified in permitting their publication.

In the autumn of 1915, the Association decided to offer, periodically, a series of law lectures by especially qualified lawyers upon some particular subject or upon closely related subjects which should, in such degree as might be practicable, afford the general practitioner the benefit of the experience and practical counsel of those who have become expert in the branch of law under discussion. The addresses contained in this book constitute the first series of lectures presented in execution of this purpose. The reader should understand that these papers were not intended for general reading nor even for the instruction of law students, although, doubtless, any one possessing a certain amount of technical knowledge may find in them much that will prove of interest. They were not designed to suggest reforms in law or in judicial procedure, however much or undeniably such reforms may be needed. Nor were they designed to set forth in any comprehensive way the body even of the very special branch of the law with which they are concerned.

They were intended for the practical guidance of practicing lawyers, already familiar with the general principles and rules of practice, in accomplishing specific things in the best and most efficacious ways.

The task of supervising the legal phases of the work of reorganizing and refinancing great corporate enterpriseswhether regenerated by complete reorganization or merely reinvigorated by voluntary recapitalization — is performed by a relatively small number of lawyers. Almost every such undertaking requires the investment of new capital, which must be supplied or "underwritten" in advance; for in such an affair the consequences of failure are too serious and the injuries inflicted too nearly permanent to justify risking a fiasco. Moreover, a scheme of reorganization or of financing which cannot be underwritten in advance must, almost certainly, be one which is foredoomed. The dominant figure, therefore, in every such undertaking, is that of the banker and the guiding spirit is the banker's lawyer. Bankers who are qualified by wealth, experience, and influence to undertake such affairs are few in number; in direct ratio, the membership of what may, not unappropriately, be denominated "the financial bar " is also limited. There are, nevertheless, numerous instances in which lawyers habitually engaged in other branches of practice are called upon to advise clients who are deeply interested in corporate reorganizations, and occasionally such a lawyer finds himself in the rôle of adviser to a reorganization committee, a syndicate of underwriters, or a mortgage trustee. However well grounded in principle or familiar with precedent he may be, however competent to discover by an expenditure of time and labor what should be done and how to do it, any such person must necessarily, for a time at least, be at a loss for that practical guidance which cannot be found in books or decisions. These lectures were designed to serve persons thus situated and, as well, younger members of the profession called on to assist more experienced lawyers in such

matters or ambitious to engage in practice of the sort described.

The Lectures on the Sherman Anti-Trust Law and the Clayton Act discuss important phases of the law of intercorporate relations that are necessarily involved in any present-day consideration of the financing and reorganization of corporations.

The realization of the plan for courses of lectures of which these addresses form the first instalment was due, in great part, to the zeal and unselfish endeavor of the late Francis C. Huntington, the Chairman of the Special Committee charged with the execution of the plan. Mr. Huntington's untimely death occurred while the lectures for which he had arranged were in process of delivery. In a very real sense this book is, by the very circumstances of its production, dedicated to the memory of that sweet-natured, highsouled, and public-spirited lawyer.