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the ease of Corker v. Sopor, 6? ied* (2d) 180, wherein the Circuit Court ef Appeal* for the i ifth Circuit held that where a bank president organised a oorporation to hold shares of bask etoek as hie mer* Instrument or agemoy he alee will be liable for assessments on the bank stock, is a case In which the oorporation was a mere sham with only a aossimal capital of #10 and never transacted aay business on Its own acoouat whatever • The facts regarding the organ! tat Ion of the coapany are stated as follows in the opinioni "the facts as to the Laurels Gompaay and Its organisation aret On February M the eharter of the Laurent Investment Company, In«#, on a petition filed Deeeaber 2T, 1927, was issusd, with as authorised capital stock of #10, Corker and his two sons incorporators* On the neat day the capital stool: was subscribed for, bylaws were adopted* the subscription of F* 0* Corker as agent for the Laurens Conjpaagr to 150 shares of the Lublin Bank stock was ratified, and it was resolved that the Laurent Company purchase !tSrs« Corker's stoek in the bank, and that of appellant, except Zl shares which he retained to qjoklify him a« a director in the bank} and that it gire to appellant and his wife notes dated back to January $ # 1928, bearing interest at 8 per esait*, representing the par value of isejjr aa4 S8 shares respe^tirely, making up the total dt 184t shares whioh stood In the name 0f the Lauren* Company• the January dividends already $*£& were credited on these aetes* Ho other corporate action was ever taken by the Laurens Coa^a^y, its stock holders, or its officers. It Issued no stook certificates, kept no books, had ne seal* the oaly saoney It ever possessed was the |20 paid by appellant for organisation expenses. It olaJtiaed no as sets, except the stock in Its namej it had no creditj the laoaey with which the stoek was purohased was aoquired entirely upon the oredlt of appellant. Ho record exoept the credit on the baek of the notes was ever made of the receipt by It of dividends* It was organised for the sole purpose of owning the bank Corker T» stook# pursuant to the i&#* of exponent that i t s orga&itfttien suae the ple*i»£ of the stook i s i t s name would prevent his being liable for et&ek w there i s no evidemoe ia the reeord of amy activity of Lauren* Investment Coi^any exeopt ftm aame* §vo?y traataotloa had by or with reforonoe to i t mm saaaag^d, controlled, amd directed by appellast, and i t funetloned entiroly «« am agomoy or instrumentality of hi«* * o • • 101) were elle^atiozui in the bill that the stoek wa« the n«^« of L»yr«»« Izrreet»uit Company fraa^uiently for the of avsldisg liability at it tins i«hem the bank wms inaolreBt ©r in danger of b##osdag «# em& this would aeea to 'km %ho true ground for holding the baak preeid^nt li*bl#» U&fevt«uitelyt howe^««*f thfc»e allegations were abandoned at the trial ami the Court m s foreet t© fiad t#me @^#r *^i#orj mfOB wMeh 'to ba«e liability* It did s© by the following r*tth#r peculiar line of troubles do not *ris© from the fast that the oorporat* ©atity of th© Laaress p«my haa b©«® dier»sar4e4« fhe ju^meat of the eourt below fully r«oognise4 «a4 gar© effeot to that #nti%» It found that, thou-gh i t i i t in fact eadtt, for the fttrf@*o of holding* not really, hvtt for Rppellaat, the »took whioh he o«u*ed to put in i t s name, that appellant at oil i£»«s rethe real *wn«r of the aharea, as4 that the law will look through the aubterfugo of ©wnorahlp to faoton liability upoa the to whamf in f aot, tho shares belong* Corker v. Sapor • - 8 "The view which the court belemr took* and i»hioh we take, does not require, in fact, i t prevents, the oonoltt«iou that the corporation la this case was A fi«tlon» having so corporate existence* la this view* the judgment, thoroughly ooaeiatent with i t s e l f , stand* upoa the sound foundation on which alone * just disposition of this case laay rest* It correctly Sires effect to the general latent of appellant to create a corporation for the purpose of placing la i t t name his and his l i f e ' s stock in the bank, because what was done made that intent effectual. It with equal correctness denies effect to the particular intent uhloh induced him to act as he did, to avoid l i a b i l i t y on the etock, beoause the things dome by mppellaot were not la aeeord, but wholly ineoaslst«&t9 nith that latent* For K^iile the things done did plae© the oertlfioate* &f stook in the name of the Learo&e Cowpany, they did aot direst appellant of his beneficial ownership of them, out left him the real owner, aad therefore liable to assessment»n (Page itS) In other words, althcu^i the Oourt recognised the separate corporate entity of the holding eciapany,it held that 1B fact the hold* oo»fany KM sot a rml stockholder of the bank, but was the mere or lastrumentallty of th« bejak president* This i s gwite differ- ent from holding that a shareholder la a boua fide holding company i s a shareholder in a bank whose stock i s owned by such holding company• Moreover, th© case i s easily distinguishable from that of the Eeoles Investiaent Coinpaay, which Is a bona fide corporation or* ganisod over twenty years ago,and vhleh awns a large variety of la* •O8t»entt4 including real estate, bonds, notes, and rtooks of corporations engaged in widely diversified types of