averred in some detail the financial condition of the company as he had ascertained it. He alleged his ownership of stock, his recent knowledge of the facts, his demand on the directors to redress the wrongs of the cor poration and their refusal to act. He prayed for the appointment of a receiver to put the company into liquidation under the control of the court and for judgment against the president and manager for the excessive sums paid them as salaries. The suit was brought on behalf of Anderson and all others similarly situated. It was entered in the Fed eral court, Anderson suing as a citizen of Missouri and alleging that the defendants were citizens of Minnesota. Anderson had found- on inquiry that Judge McLean, who presided over the Federal court, was very much inclined to grant receiverships, that he had appointed many receivers in cases where the bar disapproved of his action, and hence the bill of complaint was filed in Mc Lean's court. With this bill of complaint fully prepared Anderson called on Mr. Floyd, general counsel for the insurance company, and left with him a copy of the pleading, Anderson stating he was about to bring the suit. Floyd exacted from him a promise that he would not file the papers for three days and that afternoon a meeting of the board of di rectors was hastily called. Mr. Floyd was present, and the president announced that the board had been convened to take action on a matter of importance which Floyd would explain. Mr. Floyd then announced Anderson's in tention to bring his suit and explained the purposes of the suit. "Do you believe he states a good ground for the appointment of a receiver?" asked the president. - "No, I do not," said Floyd. "Are you prepared to assure us that no receivership order will be passed?" "No," replied the attorney, "I am not.
Judge McLean has granted a number of re ceiverships within the last five years in cases where the law, as I understand it, did not justify him in so doing. I may say, how ever, that under a recent act of Congress there is an appeal from an order in the United States Circuit Court appointing a re ceiver, and I think it highly improbable that the Circuit Court of Appeals would affirm an order appointing a receiver on this bill." Here Mr. Atwootl, a director and one of the large stockholders, spoke up: "I would like to ask the president and manager what would be the effect on the company's busi ness if Judge McLean should appoint a re ceiver and we should reverse him on appeal. Would our business suffer pending the re versal of the receivership order?" The manager replied: "It would destroy our business at least during the time con sumed in determining the appeal; the mere suggestion of a receivership must inevitably impair our credit and our credit is our life. Competing companies and their agents would not fail to make use of the matter." Here Mr. Atwood said: "As a business man I would not be disposed to refuse to patronize an insurance company because a receivership was asked for under circum stances that made the demand absurd. If the demand were plausibly made, it would be otherwise." Mr. Floyd said: "This application cannot be considered absurd. The bill of complaint is drawn by a careful lawyer; it is in good form technically. The charges about exces sive salary will seen reasonable to men in receipt of small incomes: in fact, Judge Mc Lean's salary is only $5000 a year, and I don't know how he may be impressed with these salaries attacked by Anderson. Mc Lean is likely to regard his judicial work as more responsible and important than that of the president of this corporation. "The Minnesota statute on the subject of receiverships provides among other things
