New-York daily tribune., 1846-01-27
liability Of Corporntors.


We learn from the Erening Post that the Com
mit,ee on Manufactures oour Assembly have reported
three bills 10 incorporate companies, lamong them
Portable Gas Company for our City, each one with
q clause making eyery stock holder iHdir'dua4ty
liable for The entire indebtedness Of 6e Company
This important and in our view most pcrnicious In
novaton on the Legislative Policy OF our o's'e -
justified in q Report rs follows
sThat voluntary associations should pe I'd - ,h
ca consonant with the Datural rights oil man. hno .ne
nocv ~ our own political institutions the committee
viii concede as they impair no rgh,s Oh anu
can avoid no just obligations TO indyia1a ,,, and
Hn &c by uniting interests and coinoinihg aho
$500 by voluntary neaAures. individuals could concei
rrs.e power others which wealth creates ana Is
- ,na6y "a, exercise and thereby escape personal la
S,v sbieh must otherwise upon them as ndividu
als Il appears the committee it would be directly
hostile every principle OF justice and against the pro-
tec.ive nature OF our Government TO tolerate IL
Men cannot be allowed to escape their obligations IN
this manner for if they could, an arstocracy OF wealth
and means would spring Into existence at once bearing
on,njpo,ent sway to the ruin beggary and slavery Oh
thousands Of industrious mechanics ana iaoofors
II Il would be wrong to suffer with mpunity such vo-
sntsIy escape from personal 10 sss upon what
jrst.fabe basis special legislation can slahu' ccats
such companies or cornoinhlons' ano e"cePIps anu
s,aenpp fhenn from such liabilities, either in Who!c or
Ia part. .
be prosecuted any kind OF business carried on oy
means voluntarily accumulated. well as il charter
were granted for the purpose Of creating capital under
the name and charter Of shares OF stock consequently
there be farther object bearing upon the sub
Sect calling for charter. :,
One acknowledged obec, of stockholders is TO avoid
tho individual responsibility before spoken OIL from
which your Committee do not see any h, s
course for exonerating them Another OBJECT tnst Oh
perpetuatpg succession which s worthy OF consideIa
tiop drawing aer l. as esscntia! 70 It's existence ne
otber incidents recognized by tho common law as per
tanins to corporations The policy Of perpetual sue
cesson is important ard legal regulations giving exs-
tence to the incidents Of common seal suing and being
sued the power of making byele~s 10 regulate business
Affairs may be deemed necessary safe and profitable
management of extensive business pursuits. These o.
themseves are not offensive the rights Of others if
stripped of the monopolziug and favored or exempton
ary features common to bodies corporate
These are grave propositions; let US give them
grave consideration And first as to the Justice OF
Individual as opposed to Corporate or Limited LA
bhty. Let Us employ common case for illu'tra-
ton:
Tho village of ouondam, or the stream Quohog,
is mainly owned by land holder named Phitus, who
chooses 10 establish Cotton factory and hire most
of the inhabitants to work for him therein This Is
well; he does good by building the cottonmiil,
creates employment for and pays wages 10 three or
four hundred people in one way and another Inc
merchant butcher, grocer and the nelgh6orng farm
ers all are benefited He pays his workmen iai;h-
fully and his whole eproperty-perhaps Sloo'oo0-'s
responsible for the faithful discharge OF all his lia
bilities This is all right according TO every body
the Committee on Manufactures included.
Blu, five miles down the stream is the rival village
Of Dindon, with equal population equal natural
facilities for manufacturing, and an earnest desre 10
embark therein. But it is not the property OF any
great man-is not the residence of any capitalist
The people want Cotton mill or Wooien-iactory,
but nobody who has it wants 10 furnish the capital
for ia very common case. AT length, the mer'
chant saws, For the sake of the village and the in
crease of business the factory will probably ensure
will subscribe $4,000 toward the capital stock
the lawyer follows with $4,000, the doctor with
$4,000 and so on down to the last clergymans wild
ow who puts in her solitary 5000, in the hope that
her son may find employment in the factory. and
there perhaps grow up 10 be overseer and finally
agent In this way, by hard scraping, the sum of
800 900 is made up, and the factory started Such
is very nearly the actual history ofvery many at
tempts to establish factories of which succeed
while more fall through for want Of capital 10 make
beginning.
Now why is not the 100000 scraped together by
this village of Dindon good the like sum owned
by the great man OF Quondaml What is the dit
ference And if these people choose TO invest so
much of their substance as they can decenty spare
in coton.mi for mutual benefit and others choose
to trust them on the strength OF this fairly subscribed
and paid.up capital and thus new branch OF in-
austry is set in operation by which the thrift and
productiveness of their little community are greatly
increased BIZ tchat right does the Legislature step
in and say This shall not be Unless you see fit
to associate on other terms than those you propose,
and each Of you risk your last dollar this enter
prise you shall associate at all 2 For phoSe
GOOD Is this arbitrary interference of Governmet with
the terms of business compact undertaken
Look once more at tue justice of the thing One
stockholder is worth $4,000, but cannot draw toge
ther but $500 to invest in the factory enterprise
another is worth but $1,000, but lie has that all in
ready money and puts il in. perhaps to secure hna-
pelf good situation in the factory The former
rake ten times as much as the latter the success
Of the enterprise yet receives bat h0 as much pro
ft. If money is made in the business, he gets oat
dollar the others if lost. he loses ten TO one
IL this the fair thing
And now TO the effect OF the measure-ths
policy Of this application of Loco-Focoism tc
legislation and business. If successful, il will no
put stop TO Manufactures. nor even TO Associated
Enterprise but it will completely change the
character Capitalists win associate only e'n Capi
talists who can take as much stock and run eqaa
risks with them Under the old system, the people
Of Dindon, when they had, by hard working. go
their capital stock nearly filed up, would so 10 the
seaport a, which they bought their goods TO whict
they sent their produce, and say 70 the principa
capitalists and business men, Come you have pro
tad nv onr bnsness in wears mast and il we re. on,
factory going. we shall trade with You more thar
ever. Just subscribe $4,000 among you TO give
usas.art; even ifyou lose IL will no, be much 70
you The capitalists SO solicited have often com
piled. But with Individual Liability all this Is
changed. The merchant who would very readii!
xisk 81 oco to obl;ge his good customers in Dindon
cannot so readily consent to peril a! he has upoi
tho success of their cotton factory which he cal