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PRACTITIONERS and professors of corporate law have frequent occasion to observe, with varying degrees of irritation, resignation and, sometimes, amusement, that the corporation laws of a number of states resemble patchwork quilts of antique scraps-here a swatch of Uncle Eben's red flannels, there a snippet of great-grandmother's bridal gown, yonder a section of Cousin Prudence's bloomers. Perhaps an old house (usually dating from about 1840) makes a better simile, an edifice to which improvements, extensions and excrescences have been periodically added, without any attempt at basic structural change. Occasionally, one of the modern improvements blows the wiring or brings down part of the roof. The inmates promptly bawl for the legislative carpenters and repairmen, and, after a spell of furious and frequently unskilled tinkering, business life goes on more or less normally, until the next catastrophe. These venerable and crazy structures are by no means confined to the backwoods; the corporation laws of the greatest of all commercial states, New York, constitute an outstanding example.' A particularly instructive instance of the alarming manner in which an ancient and partially forgotten contrivance can suddenly heave and tremble, and of the dubious value of hastily improvised repair, is furnished by the history of a New York decision, Miller v. Discount Factors, Inc.,2 and its legislative aftermath. In that case, the state's highest court, construing a statute enacted in the infancy of the Republic for the principal purpose of protecting chartered banks from competition, applied the law in such a way as to tarnish the gilt edges of several billion dollars' worth of entirely modern securities.

More on "Discounts" under New York's Banking Law: Antiquarian Research Inspired by Contemporary Legislation