Texas Archival Resources Online

TABLE OF CONTENTS


Collection Summary (Overall)

Historical Background

Contents of the Collection

Restrictions

Administrative Information

Description of Series

State Bar of Texas, 1927-1958

American Bar Association, 1927-1958

University of Texas, Tarlton Law Library

Guide to the Paul D. Carrington Papers at the Tarlton Law Library



Collection Summary (Overall)

Creator Carrington, Paul D.
Title Paul D. Carrington Papers
Dates 1927-1967, bulk 1950-1963
Abstract Correspondence, memoranda, printed material, drafts, notes, minutes, and reports created or maintained by Paul Carrington document Carrington's participation in committees tasked with clarifying and standardizing corporation law.
Size 9.91 linear ft. (24 boxes)
Repository Rare Books & Special Collections, Tarlton Law Library, The University of Texas at Austin  727 E. Dean Keeton St., Austin, TX 78705-3224, (512) 471-7263

Historical Background

Paul Carrington, a prominent Dallas attorney, was born in Mexico, Missouri on September 24, 1894. He received his B.A. at the University of Missouri and his LL.B. at Harvard University School of Law, and practiced law with the firm Carrington, Johnson and Stephens in Dallas between 1919 and 1982. Carrington was active in the State Bar of Texas, serving first as Chairman of the Committee on Revision of Corporation Laws (1948-1957), and later as its President (1960-1961). He also held important positions in the American Bar Association, serving as Chairman of the ABA Section of Corporate, Banking and Business Law, 1955-1956, and as Chairman of the American Bar Foundation (1965-1966). Additionally, Carrington was an integral member of the American Bar Association Committee on Corporate Laws, a committee under the governance of the Section of Corporation, Banking and Business Law.

Carrington was involved in the development of two major projects: The State Bar of Texas' revisions to the Texas Business Corporation Act and the American Bar Association's annotations to the Model Business Corporation Act. These acts established the “statutory framework for corporations, from their organization to their dissolution [see note].” In revising the Texas Business Corporation Act, the committee sought to modernize existing Texas Laws, taking the Model Business Corporation Act as their guide. The Committee on the Revision of Corporation Laws included Paul Carrington (Chairman), Adrain F. Levy Sr. (Vice-Chairman), Margaret Amsler, E.W. Bailey, Leon Lebowitz, Talbot Rain, Peyton B. Randolph, George Slover (Secretary), Robert S. Trotti, and Louis Scott Wilkerson.

The annotation project of the Model Business Corporation Act offered a comprehensive analysis of corporation law. Many distinguished attorneys, judges, and scholars contributed to the revisions and annotations of the Model Business Corporation Act. The Special Committee on Model Corporation Acts, referred to internally as the Committee on Corporate Laws, included attorneys George C. Seward of New York, Leonard D. Adkins of New York, Whitney Campbell of Chicago, and Ray Garrett of Chicago. James F. Spoerri oversaw the American Bar Foundation’s publication of the project under the title Model Business Corporation Act Annotated.

After a long and distinguished career Paul Carrington died on June 28, 1988.

Note: Quote from “First Draft of Texas Business Corporation Act,” Texas Bar Journal, vol. xiv, no. 5 (May 1951).

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Contents of the Collection

Correspondence, memoranda, printed material, drafts, notes, minutes, and reports (1927-1967; 9.91 linear ft.), created or maintained by Paul Carrington document Carrington's participation in committees tasked with clarifying and standardizing corporation law. Arranged in three series—the State Bar of Texas, Committee on Revision of Corporation Laws (1927-1958; 3.17 linear ft.), the American Bar Association, Committee on Corporate Laws (1939-1965; 5.66 linear ft.), and the American Bar Association, Section of Corporation, Banking, and Business Law (1939-1967; 1.08)—the records document both the production of revisions to the Texas Business Corporation Act at the state level, and the production of annotations for the Model Business Corporation Act at the federal level.

The State Bar of Texas, Committee on the Revision of Corporation Laws series incluides three subseries: corresponsence, creative works, and general files. Correspondence (1950-1958; 1 linear ft.) concerns the meetings of the committee and illustrates their collaboration with attorneys in other states working on similar efforts to standardize state corporation laws. Creative works (1950-1955; 1.5 linear ft.) includes working papers for and comprehensive drafts of revisions to the articles of the Texas Business Corporation Act. Of note are Louis Scott Wilkerson’s epistolary reports, found in the correspondence series, on the legislative proceedings concerning the progress of the Act in the State House and Senate.

The records of the American Bar Association Committee on Corporate Laws are the most extensive and document the functions of the committee as it annotated the Model Business Corporation Act. In addition to illuminating the annotation process, the correspondence (1949-1965; 0.75 linear ft.) and working papers (1939-1964; 1.08 linear ft.) reveal the committee’s attempts to publicize the project in conference panel presentations and printed works. The subseries concerning the American Bar Foundation (1956-1965; 3.58 linear ft.) documents the culmination of the annotation project. These folio notebooks and galleys represent the final forms of the annotations preceding the publication of the Model Business Corporation Act Annotated.

The records of the American Bar Association Section of Corporation, Banking, and Business Law contain the least amount of material and consist mainly of correspondence concerning the Uniform Commercial Code and the Model Business Corporation Act.

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Restrictions

Access Restrictions

None.

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Administrative Information

Cite As

Paul D. Carrington Papers, Tarlton Law Library, University of Texas at Austin.

Acquisition Information

Donated ca. 1990.

Processing History

Processed by Megan Mummey, Laurel Rozema, Bijal Patel and Simon Staats, Fall 2007. Arrangement and finding aid edited by Jennifer Cummings, 2009.

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Detailed Description of the Collection

 

State Bar of Texas, 1927-1958

Committee on Revision of Corporation Laws, 1927-1958
box
Carrington 1 Correspondence,
[15 Folders]
1 1950, July-1951, January
2 1951, February-1951, May
3 1951, June-August, 1951
4 1951, September-1951, October
5 1951, November-1952, January
6 1952, February-1952, April
7 1952, May-1952, June
8 1952, July-1952, September
box folder
Carrington 2 1 1952, October-1952, November
2 1952, December-1953, February
3 1953, March-1954, June
4 1954, July-1954, December
5 1955, January-1955, February
box folder
Carrington 3 1 1955, March-1955, April
2 1955, May-1955, June
Creative Works, 1950-1955
Working Papers, 1950-1955
box
Carrington 3 Notes of Meetings and Other Working Papers,
[4 Folders]
Covers working documents for article revisions for Texas Business Corporation Act; Model Business Corporation Act; materials concerning State Bar of Texas Meetings.
3 1950-1952
4 1950-1952
5 1950-1952
6 1950-1952
Working Papers,
[2 Folders]
Covers revisions to Texas Business Corporation Act, “An Act” amending Article 3914 of Revised Civil Statutes of Texas, and an “application for reservation of corporate name.” Includes printed materials.
box folder
Carrington 4 1 1951
2 1951
box
Carrington 3 Working Papers,
[3 Folders]
Covers materials for meetings of Committee on Revision of Corporation Laws, revisions to the Texas Business Corporation Act, and the Florida Business Corporation Act. Includes printed material.
box folder
Carrington 4 3 1951-1952
4 1951-1952
5 1951-1952
6 Article Revisions, 1952
Covers Revisions to articles of Texas Business Corporation Act.
box folder
Carrington 5 1 Current File, 1952-1954
Covers materials pertaining to State Bar of Texas Committee on Revision of Corporation Law meetings, the Model Business Corporation Act, revisions to the Texas Business Corporation Act. Includes printed material.
Preliminary drafts of comments for publication in Volume 3A of Vernon’s Texas Civil Statutes,
[3 Folders]
Covers Articles of Texas Business Corporation Act.
2 Undated
3 Undated
4 1955
Drafts of Texas Business Corporation Act, 1951-1953
box folder
Carrington 5 5 First Draft with Annotations, 1951
Includes two drafts of Texas Business Corporation Act—April 1951, one unbound and clean and one bound with annotations dated July 1951.
6 First Draft with Annotations and Journal, 1951
Includes draft of Texas Business Corporation Act—April 1951 with annotations dated July 1951 and the Texas Bar Journal, Vol. XIV June 1951, No. 6. Includes printed material.
7 Typescript of Draft of Third Revision of Act, Articles 1-135, circa 1951
box
Carrington 6 Articles,
[4 Folders]
1 Articles 1-135, Undated
2 Articles 1-46, Undated
3 Articles 47-84, Undated
4 Articles 85-135, Undated
Printed Proposed Act, 1951, Notes 1952,
[3 Folders]
Includes printed bound drafts of Proposed Texas Business Corporation Act (revision of October 12, 1951) with annotations.
5 1951-1952
6 1951-1952
7 1951-1952
8 Proposed Official Forms, 1953
Covers forms to appear in the Texas Business Corporation Act.
General Files, 1927-1953
box folder
Carrington 7 1 Uniform Business Corporation Act and The Business Lawyer, 1927-1948
Covers the Uniform Business Corporation Act and contains 2 copies of The Business Lawyer, Vol. IV, No. 1, 1948. Includes printed material.
2 General Material, 1949-1951
Covers explanatory notes for the Model Business Corporation Act Revised and comments on Wisconsin Business Corporation Law.
3 Model for State Business Corporation Acts and Forms, 1950
Covers Model for State Business Corporation Acts; Articles of Incorporation forms, Articles of Amendment of the Articles of Incorporation forms, Declaration of Paid in Capital forms, Articles of Merger forms, Application of Admission of Foreign Corporation forms.
4 Models for Related Acts, 1950-1951
Covers Model for State Business Corporation Acts, Model for Not for Profit Corporation Act.
5 Subject Corporation and Model forms, 1951
Covers Code of Bylaws for the Subject Corporation, and Articles of Incorporation, and drafts of forms for Model Business Corporation Act.
box folder
Carrington 8 1 Revisions to Model Business Corporation Act, 1952
Covers drafts of articles and forms pertaining to Model Business Corporation Act.
General Materials,
[4 Folders]
2 1952
Covers Modifications to the revisions of Texas Business Corporation Act.
3 1952-1953
Covers conference on proposed Corporation Code April 18-19, 1952, revisions to and corrections list for the Texas Business Corporation Act; materials pertaining to the Texas Business Corporation Act in the State House of Representatives. Includes printed materials.
4 1953
Covers conference on proposed Corporation Code April 18-19, 1952, revisions to and corrections list for the Texas Business Corporation Act; materials pertaining to the Texas Business Corporation Act in the State House of Representatives. Includes printed materials.
5 1952-1953
Covers conference on proposed Corporation Code April 18-19, 1952, revisions to and corrections list for the Texas Business Corporation Act; materials pertaining to the Texas Business Corporation Act in the State House of Representatives. Includes printed materials.

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American Bar Association, 1927-1958

Committee on Corporate Laws, 1939-1965
box
Carrington 8 Correspondence,
[12 Folders]
6 1949, November-1951, March
7 1951, April-1952, August
8 1952, September-1954, February
box folder
Carrington 9 1 1954, March-1954, November
2 1956, March-1956, August
3 1956, September-1957, February
4 1957, March-1958, December
5 1961, June-1962, December
6 1963, January-1963, October
box folder
Carrington 10 1 1963, November-1964, April
2 1964-1965, August
3 1965, September-1965, November
Working Papers
[17 Folders]
4 ABA Committee on Corporate Laws, 1939-1950
Covers Section 41-A: Consuming Asset Corporations of the Model Business Corporation Act, and suggested revisions from Committee on Business Corporations. Includes printed material.
5 ABA Committee on Corporate Laws, 1949-1950
Covers Model Business Corporation Act, Section 41-A: Consuming Asset Corporations and State Corporation Law Code, and legislative material. Includes printed material.
6 ABA Committee on Corporate Laws, 1949-1952
Covers Close Corporation Law and the Model Non-Profit Corporation Act.
box folder
Carrington 11 1 Material relating to Panel Discussion at Annual Meeting San Francisco 1952, September
Covers materials relating to San Francisco panel discussion, close corporation, and corporate donations to charity. Includes printed material.
ABA Committee on Corporate Laws,
[2 Folders]
Covers plans for annotations to Model Business Corporation Act and Model Non-Profit Corporation Act, close corporations, state business corporation laws, and memoranda on stock options, removal of directors, preemptive rights, and bankruptcy. Covers meetings of Committee on Corporate Laws. Includes printed material.
2 1952-1954
3 1952-1954
4 ABA Committee on Business Corporations, 1953-1954
Covers transfer of stock and close corporations, as well as solicitation of support for the Annotation Project and materials concerning Chicago meetings of 1954. Includes printed material, “Oregon State Bar Committee Reports” and “Section of Corporation, Banking and Business Law of the American Bar Association, Discussion of Executive Stock Options, August 24, 1953
ABA Committee on Corporate Laws,
[3 Folders]
Covers Iowa Business Corporation Act, bibliography on corporations, Annotation of Section 4(o) Indemnification of Directors and Officers of the Model Business Corporation Act, and state corporation laws, including those for Iowa, Virginia and Arkansas. Includes printed material.
5 1956-1958
6 1956-1958
box folder
Carrington 12 1 1956-1958
2 Floating Mergers, Undated
3 Section 41, 1958-1959
Covers Section 41 of Model Business Corporation Act and Committee on Corporate Laws meetings.
Case Digest Transcript Drafts,
[3 Folders]
Covers Case Digest Volumes I and II, Model Non-Profit Corporation Act, meetings of Committee on Corporate Laws, case documents for Illinois District Court, and Subcommittee on Annotations.
4 1962-1963
5 1962-1963
6 1962-1963
ABA Committee on Corporate Laws,
[2 Folders]
Covers Model Business Corporation Act finance provisions and material for the slide presentation “Forming a Corporation." Includes oversized materials.
7 1964
box folder
Carrington 13 1 1964
General Files,
[3 Folders]
2 Oil and Gas Property Leasing Maps and Letter, 1948-1960
Includes oversized charts and maps.
3 General Material, 1958-1960
Covers Iowa Non-Profit Corporation Act, Model Business Corporation Act, American Bar Foundation Correspondence, and bibliography of Corporation Law.
4 Subcommittee on Official Comments, 1963
Includes correspondence, minutes, memoranda for Subcommittee on Official Comments for the Model Business Corporation Act.
American Bar Foundation,
[47 Folders]
box
Carrington 13 Correspondence,
[3 Folders]
box folder
Carrington 13 5 1956, July-1957, July
box folder
Carrington 14 1 1958, January-1959, July
2 1959, August-1965, May
box
Carrington 14 General Files,
[3 Folders]
Project on Annotating the MBCA from Inception through 1963,
[3 Folders]
Covers indenture provisions, annotation of Model Business Corporation Act, long range objectives of the American Bar Association, professional ethics of American Bar Association, American Bar Foundation Special Meeting of Board of Directors, February 7, 1965. Includes printed material.
box folder
Carrington 14 3 1956-1965
4 1956-1965
5 1956-1965
box
Carrington 15 Creative Works,
[14 Folders]
Model Corporation Act Drafts of Annotations,
[8 Folders]
box folder
Carrington 15 1 Folio I, Section I, 2, 2h, 2-4A-4d, 4f-4j, 1957-1959
2 Folio II, Section 4L-40, 1957-1958
box folder
Carrington 16 1 Folio III, Section 4P-4Q; 5-18, 1957-1958
2 Folio IV, Section 18A-30, 1957-1959
box folder
Carrington 17 1 Folio V, Section 31, Paragraph 1-9, Section 32-36, 36A. 37, 1957-1958
2 Folio VI, Section 38-40a-40c, 41a-e42, 43, 43A, 1957-1958
box folder
Carrington 18 1 Folio VII, Section 44-46, 46 Last Paragraph, 47-48 h-h- I,k, 49-53, 53p, 54-55, 55i, 56-59A, 60, 64, 65- 70, 1957-1959
2 Folio VIII, Sections 71-117, 120-123, 128-131, 1957-1958
box folder
Carrington 19 1 Model Business Corporation Act, Cumulative Voting Annotation up to Section 31, Paragraph 4, 1956
box
Carrington 19 Model Corporation Act Final Annotations,
[3 Folders]
box folder
Carrington 19 2 Folio 1, 1958, Section 1-31, 1958
box folder
Carrington 20 1 Folio II, 1958, Section 32-64 , 1958
box folder
Carrington 21 1 Folio III, 1958, Section 68-145, 1958
box folder
Carrington 22 1 Corporate Laws Annotated, 1958
Includes Corporate Laws Annotated, Volume 1 MBCA, Section 4(o) Indemnification of Directors and Officers (1 CLA § 4 (o)), 1958; and Second Report to Sponsors concerning Annotation of the Model Corporation Acts from Special Committee on Model Corporation Acts, April 29, 1958.
2 Project on Annotating the Model Corporation Code, Galleys, circa 1963
Includes oversized materials.
Section of Corporation, Banking and Business Law, 1950-1967
box
Carrington 22 Correspondence,
[13 Folders]
3 1950, October-1952, February
4 1952, March-1953, March
5 1953, April-1953, July
6 1953, August-1953, September
box folder
Carrington 23 1 1953, October-1953, November
2 1953, December-1954, January
3 1957, March-1958, December
4 1959, February-1959, April
5 1959, May-1959, November
6 1960, January-1960, December
7 1961, February-1961, May
box folder
Carrington 24 1 1965, December-1966, February
2 1966, March-1967, January
General Files,
[2 Folders]
3 Draft of South Carolina Business Corporation Act, Undated
4 General Files, 1951-1953
Covers proposed Uniform Commercial Code, ABA Midyear Meeting, Chicago 1953, and court decisions from 1953. Includes a photograph and brochure.

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