The Swanson et al. v. Traer et al., case in 1956 revolved around the issue of whether minority shareholders had the right to inspect a corporation's books and records, even if they were not directors of that company. The plaintiffs, who were minority shareholders in an investment trust, requested access to its books and records but were denied by the defendants (the majority shareholders). They then sued for this right under common law principles which allow any shareholder inspection rights for "proper purposes". However, the Supreme Court ruled against them stating that these common law principles did not apply as their shares represented personal property rather than an interest in specific corporate assets. Therefore, they could only exercise such rights if explicitly granted by statute or charter provision - neither of which was present here.

In the dissenting opinion for Swanson et al. v. Traer et al., Justice Frankfurter, joined by Justices Burton and Minton, argued that the majority's decision to allow shareholders to sue on behalf of a corporation was an overreach of federal jurisdiction. They contended that this case should have been decided under state law rather than federal securities laws because it involved internal corporate affairs - specifically, allegations of mismanagement by directors which did not directly involve any violation of federal securities laws or regulations. The dissenters believed that allowing such suits could potentially disrupt normal business operations and create unnecessary litigation costs for corporations without providing significant benefits in terms of investor protection or market integrity.