dissenting. At the outset, I would like *366to say that I am in accord with the majority opinion that mandamus is the proper remedy for clear violations of the Bank Holding Law not acted upon by the Commissioner of Banking and Finance, and that the appellant Independent Bankers were not otherwise entitled to a trial by jury, there appearing no essential issue of fact in dispute. I confine these remarks, therefore, to the question of whether the Bank Holding Law has been violated.
The Citizens and Southern Bank Holding Company is a wholly-owned subsidiary of the Citizens and Southern National Bank. The Bank Holding Company as a corporate entity owns voting stock shares not in excess of five per centum in various affiliate or associate correspondent banks. For purposes of this appeal, the parent National Bank does not own as a corporate entity any stock interest in the various affiliate banks, the trial court having ordered revision of the single debenture convertible to the capital stock of one of the affiliate banks and held by the National Bank, and the National Bank having expressly repudiated the transfer provisions of certain demand notes with affiliate bank stock as collateral received by the National Bank in return for loans to individual stock subscribers. Any other affiliate bank stock holdings of the National Bank are those held in trust or in a fiduciary capacity. The trial court has determined as a fact that shareholders of the parent National Bank obtained their stock interests in the affiliate correspondent banks in good faith as bona fide investments for their own personal gain. There was no showing in the trial court of the existence of any conspiracy between the National Bank, its Holding Company, and its shareholders to control the voting of such stock interests in the affiliate banks either by way of voting trust, proxy, shareholder agreement or the like. In view of these facts, the essential question presented by this appeal narrows to whether the Georgia Bank *367Holding Law, Code Ann. § 13-207 (Ga. L. 1960, p. 67) is violated when in addition to the five percent voting stock interest a wholly-owned bank holding subsidiary has in various affiliate banks, there is also ownership of voting stock interest in such banks by individual shareholders of the parent national bank.
The majority of this court has determined that the Bank Holding Law has been infringed under such circumstances upon the reasoning that there is no separate corporate identity between the Bank Holding Company and the parent National Bank and by a process of attribution under the Bank Holding Law, Code Ann. § 13-207 (b), and by way of pass-through, the individual stock interests of the shareholders of the parent National Bank in the affiliate banks must be included among the holdings of the Bank Holding Company so that it has "direct or indirect ownership or control of more than five percent of the voting shares of any bank” in violation of the statute. I believe this is an incorrect reading of the Bank Holding Law in view of the legislative history of the statute and in view of other considerations hereinafter noted.
The Georgia Bank Holding Law of 1960 was the result of a process of legislative experiment, error and revision. It is representative of a movement throughout the nation to curb what was recognized as an evolution toward the concentration of financial power in a few large banking institutions. This movement came to fruition in 1956 with the passage of national legislation which included the Bank Holding Company Act, 12 U. S. C. §§ 1841-1849 (1964), and with the passage of state legislation as an adjunct to retard monopolistic tendencies at the state level. In 1956, the State of Georgia also adopted similar legislation whose purpose was to set an absolute limit upon the amount of stock interests a bank holding company and its shareholders might have in other affiliate banks. (Ga. L. 1956, pp. 309-312). At that time the *368holding company, together with its shareholders, could own or control no more than 15 percent of the voting stock in each of two or more banks, the shareholder voting stock interests in the affiliate banks being specifically attributed to the holding company.1
Because the Bank Holding Law of 1956 was concerned with the concentration of wealth and not with banking practices as such, it turned out not to be a workable solution to the problem because of resulting adverse effects upon bank competition and upon bank and financial growth in the state, relating thereby to the question of general economic expansion particularly in the regional areas.2 The issue, so far as legislation was *369concerned, was how best to retard the evolution toward concentrated power in large banking concerns while at the same time to adapt institutions and laws to meet economic reality, and further, how to retain as well the human-economic values of laissez faire and of individualism. The result was the reduction of the amount of voting stock interest a bank holding company could acquire in affiliate banks, 15 to 5 percent, but at the same time the complete elimination of the former attribution clause of the 1956 Act.3 The Bank Holding Law of 1960 represented a compromise between concentrated enterprise on the one hand and individual shareholder initiative on the other. By it the combined voting power of the holding company and of its shareholders would not be precluded as a result of ownership in the affiliate banks even though such ownership exceeded the 5 percent voting stock interest. The holding company would be restricted in its accumulation of stock interests and in its ability to bring to bear as a corporate entity its concerted power over the affiliate banks represented by such interest, but the shareholders were left to vote their interests as they willed, whether or not they conjoined with those of the holding company.
*370The Bank Holding Act of 1960, as well as its predecessor, however, envisioned the occasion when, though the provisions as to ownership were not infringed, the holding company and its shareholders might come together directly or indirectly and exercise control over the voting stock of various bank affiliates by way of association, agreement, or the like, so that voting power would not be dispersed but would be effectively concentrated — again what the Act sought to prevent. It was on such an occasion that the shareholder interests would be included among those of the bank holding company, and this accounts for the present definition of "company” within the meaning of the Act; that is, in such instances the bank holding company would include "the shareholders and those persons who otherwise own the 'company! ” Code Ann. § 13-207 (b). Any other meaning for this provision would be inconsistent with the legislative history of the act and with its overall purpose.4
In summary, the Georgia Bank Holding Law of 1960 through its operative provisions sought to regulate the "company” as defined by the Act and not persons or individual shareholders of such company acting independently; it sought to prevent a company’s direct ownership of voting stock interests in other banks, not to *371exceed five per cent; and it sought to prevent a company’s ability to otherwise control voting stock interests in other banks in excess of the five per cent ceiling. Under the provisions of the Act, a company’s control of excessive concentrations of voting stock in other banks related exclusively to the ability to command "with power to vote” the voting of such stock interests. Code Ann. § 13-201.1 (e).
Treating the present case realistically, I am constrained to agree with the majority that this court should look behind the corporate entity of the Citizens and Southern Bank Holding Company, which would be the prerogative and duty of the Commissioner of Banking and Finance, and to inquire into the nature of the overall banking structure. As Judge Cardozo has wisely said, "The whole problem of the relation between parent and subsidiary corporations is one that is still enveloped in the mists of metaphor. Metaphors in law are to be narrowly watched, for starting as devices to liberate thought, they end often by enslaving it. . . The logical consistency of a juridical conception will indeed be sacrificed at times, when the sacrifice is essential to the end that some accepted public policy may be defended or upheld.” Berkey v. Third Avenue R., 244 N. Y. 84, 95 (155 NE 58) (1926). Here, we are dealing with what is essentially a corporate division rather than a subsidiary in the usual meaning of that term. See Murphy, Corporate Divisions v. Subsidiaries, 34 Harv. Bus. Rev. 84-85 (1956). The parent National Bank owns all of the stock of Bank Holding Company. Decisions of the Bank Holding Company are not made independently of the parent National Bank. There is a commingling of officers and directors in the parent and subsidiary, and the Bank Holding Company is reimbursed by the parent National Bank for the salaries of its officers. The parent National Bank has made interest-free loans to the Bank Holding *372Company including on one occasion one for ten million dollars. Additionally, as the evidence indicates, the 1970 annual report of the parent National Bank admits of no corporate separation:"... the bank owns the Holding Company, and carries its investment at $1. The bank itself is the Holding Company.” I believe that upon this rendition of facts and upon equitable principles this court would be justified in concluding that there is no separate corporate identity between parent National Bank and Bank Holding Company, that the Bank Holding Company is a division of the parent, and that they are in fact one.
If there be no separate corporate identity, the shareholders of the parent National Bank would be said to own the Bank Holding Company. However, as I have indicated previously, the voting stock interests of these shareholders in the affiliate correspondent banks would not be attributed to the Bank Holding Company, so that the essential inquiry becomes whether the shareholders and the Bank Holding Company may be said to otherwise control more than 5 percent of the voting stock of the affiliate banks. Under the Bank Holding Law, this would not mean control as may in fact be exercised by the independent voting of the shareholders and the Bank Holding Company, but such control as may be exercised in concert so that concentrated voting power is brought to bear in derogation of individual shareholder prerogative. Although the evidence indicates that in some instances individual shareholders of the parent National Bank have influenced the affairs of the affiliate banks, there is nothing to show that this was the result of conspired and concentrated voting power. The trial court has found, and I believe we are bound to some extent as a result, that the shareholders of the parent National Bank obtained their stock interests in the affiliate banks in good faith as bona fide investments for their own personal gain, indicating there was no initial *373intendment as such to come together and assert in the aggregate their voting stock interests. The evidence further discloses no presently existing agreement or subterfuge between the shareholders of the parent National Bank and the Bank Holding Company to accomplish this end.5
It should be noted that the Commissioner of Banking and Finance, as well as a number of his predecessors, with the concurrence of the Attorney General,6 has not *374felt the need to bring into question the practices under discussion, having been acquiesced in for a period approaching some thirteen years. It has been the past practice of this court when construing a statute that contemporaneous administrative construction of the Act, coupled with legislative inactivity, would raise a presumption that the legislation under consideration had not been violated. The latest affirmation of this rule is found in the able opinion of Mr. Justice Grice in Undercofler v. Eastern Airlines, 221 Ga. 824 (147 SE2d 436) (1966). This court should not second-guess the regulation of such practices by the Commissioner of Banking and Finance, in whom some discretion must lie, in the absence of a clear showing of abuse in the trial court. The problem of control bears directly on the duties of the commissioner to oversee bank holding companies and to issue regulations in cases particularly where control is brought into question. It is here, rather than with mechanical tests of ownership, that his primary duties under the Act lie. I would allow him as much latitude as possible.
Finally, in concluding, I need refer to the old Latin maxim, "argumentum ab inconvenienti.” This maxim calls for the taking into consideration of the inconvenience which the proposed construction of the law would create. As Chief Justice Lochrane said in Gormley v. Taylor, 44 Ga. 76 (1871),7 "... yet with all judges, consequences must needs influence consideration. *375We should pause upon the enunciation of legal judgments whose effect would be to upset society . . so too must this court pause to reflect upon its present decision. First, the Georgia Bank Holding Law of 1960, by way of Code Ann. § 13-9938, imposes criminal sanctions in the event of violations of its provisions. Under the majority opinion of this court, hundreds, perhaps thousands, of shareholders of bank holding companies throughout the state who purchased voting stock in 5 per cent affiliate banks in reliance upon the advice and consent of three Superintendents of Banks as to the legality of their conduct, would be potentially subject to criminal prosecution. Secondly, involved are other bank holding companies similarly situated with shareholder interests in 5 per cent affiliate banks over the state. Under the ruling of the majority, these bank holding companies will face the alternative of requiring all of its shareholders to divest themselves of all stock interests in all affiliate banks, such interests being attributable to the holding company, or if the shareholders decide not to give up their stock interests in other banks, the holding companies will have to dissolve themselves — at the minimum, to divest themselves of all voting stock interests in the 5 per cent affiliates. Such divestment of shareholder interests or of bank holding company interests would have an effect upon the viability and growth of banking and finance in Georgia too difficult to here determine. Its impact on the 5 per cent banks in the regional and local areas as translated through decreased stock values alone could be large indeed.
It must be stressed these consequences are in no way small ones; they are disruptive and directly affect the economic well-being of the state, and I would not be one to give sanction to them without a clear mandate from the General Assembly. I find no such mandate in the Bank Holding Law as it is presently written.
For the above reasons, it is easy to understand how the *376appellees and their counsel may feel that they have been judicially ambushed.
The court below, in preparing its judgment which is quoted in full in the majority opinion, wrote a meticulous decision, correctly applying the law as it had been administered by the Department of Banking and Finance to the facts of this case.
I strongly object to the interpretation of the Bank Holding Law given by the majority. The trial court, in my opinion, was eminently correct, and I would affirm its judgment.
The attribution clause of the 1956 Act read as follows: "A company will be construed to own, control, or hold, with power to vote, stock indirectly whenever any officer or shareholder of such company or any natural person included within the definition of 'company’ in Section 2 (b) of this Act or any member of the immediate family of such officer or shareholder or of such natural person, shall own, control or hold, with power to vote, such stock. Immediate family includes a spouse, children, mother, father, brother and sister.” Ga. L. 1956, pp. 309, 310.
The controversy over branch banking, merger, and holding company laws has continued up until the present time: see Myers, Affiliations, Mergers, Help Small Banks Cut Big-Time Business, Wall Street Journal, Jan. 19, 1973, and Walker, Banking Laws Starve Atlanta of Capital? The Atlanta Journal and The Atlanta Constitution, Dec. 10,1972, at page 1-E. In this regard, see generally Smith and Greenspun, Structural Limitations on Bank Competition, 32 Law & Contemp. Prob. 635 (1967), and Note, Bank Charter, Branching, Holding Company and Merger Laws: Competition Frustrated, 71 Yale L. J. 502 (1962).
The Report of the Bank Holding Company Study Committee, pursuant House Resolution No. 358, dated January of 1970, makes it clear beyond doubt that the Bank Holding Law of 1960 contains no attribution clause. Evidence of this fact is further supported by H. B. 396, introduced in the current legislative session of the General Assembly, an effort to revert verbatim to the attribution provisions of the Bank Holding Law of 1956. I note here that similar bills have been introduced in previous sessions. Compare H. B. No. 165, Georgia General Assembly, 1973 Session.
See Report of the Bank Holding Company Study Committee, supra, at Note 3. Code Ann. § 13-207 (b), which appeared in both the 1956 and 1960 Acts, provides in full: "The term 'company’ as used in this section and in section 13-201.1 (e) means any corporation, partnership, foundation, joint stock company, business or voting trust, association or similarly organized group of persons, whether incorporated or not, and includes the shareholders and those persons who otherwise own the 'company’ and including any foreign corporation or other organization or association doing business in Georgia.”
As able counsel for appellees has noted in commenting on the evidence, "The trial court found no control of voting shares. How could he have found control? There were no stock powers. There were no irrevocable proxies. There were no voting trusts. There were no shareholders agreements. There was not a scintilla of evidence indicating any power or legally enforceable right over these voting shares except in the individual owners. All of this after a full year’s discovery.” Appellees’ Brief at p. 47. Questioned by both counsel for the appellees and the assistant Attorney General, all shareholders of the parent National Bank before the trial court denied any influence, or knowledge of any influence, having been exerted over them in the voting of their stock interests in the affiliate banks.
William M. Jackson, Superintendent of Banks from 1963 until 1970, and with a long career in the Department of Banking and Finance, testified before the trial court that he and his predecessor, W. D. Trippe, now Chairman of the Board of the Commercial National Bank of Cedartown, had given specific approval to the present bank holding company practices with the advice of the Attorney General of Georgia. Both Mr. Jackson and Mr. Trippe appeared as witnesses before the Bank Holding Company Study Committee of the General Assembly from which it may be inferred the Committee concluded *374such practices were not in violation of the Bank Holding Law of 1960. See note 3, supra.
Followed by Chief Justice Almand in his concurring opinion in Plantation Pipe Line Co. v. City of Bremen, 227 Ga. 1, 11 (178 SE2d 868) (1970).