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January 4, 1939

Mr. A. P. Giannini
Bank of America
San Francisco, California
Dear Hr. Giannini:
I received yesterday by airmail a copy of your
recent statement respecting a suit filed in Los Angeles by
Rose Breakstone. 1 noted this natter from the press but
didn’t think that any such suit could possibly succeed.
It seems to me that so long as you managed Transamerica
Corporation with full approval of the Corporation* s board
of directors, no personal liability can be attached unless
it can be shown that the entire board is delinquent either
by reason of mismanagement or dishonesty. As you correctly
point out in your statement, some lawyers are always look­
ing for a chance to bring an action which they know cannot
succeed on its merits but which they hope will prove of
sufficient nuisance value to force some settlement by the
defendant and thus make a fee for the lawyer. 1 cannot
help reflecting, however, that this suit and any others
of similar nature which follow are traceable to the public
procedure instituted by certain of the regulatory agencies.
With best wishes, 1 am
lours sincerely,


Lawrence Clayton