New-York daily tribune., 1855-08-20
CORPORATE LIABILITY.

likely to be withheld, though some OF the great
capitalists who hold seats in that House-Lorf
Orerstone. the great banker, among them-hsve
already declared their hostility to the measure.
We have not now the bill st hand, but, according
to our recollection of its details, il is the most
liberal and comprehensive act Of Limited La
bility yet frsmed-far broader than oar New
York General Manufacturing Law. It's passage
is one of the most important triumphs of the
commercial or IL iddle classes-the captains OF
ipdustry-over aristOcrstic instincts and tra-
citions, and marks the progress of that silent,
peaceful revolution, whereby the Commons OF
Great Britain are gradually emancipsting them
selves from the sbackles of feudalism.
The principle of Personal Liability for the
debts Of Corporations has been more rigidly and
tenaciously maintained in Great Britain than in
any other civilized country. John Bull is
,taunch conservative, and never consents to
change 80 long as he can possibly cdng to "the
good old way" In the case under considera-
tion, boaeyer, that possibility had ceased. The
rul. of Personal Liability had become an enor-
nous nuisance-an obstacle 70 pregcess-a bar
70
and wro. gs. Les us illustrate this position:
It's deemed essential TO the we'll being of a
city or large village 10 establish some manufac-
turs therein, OF to build branch railroad con-
Meeting il with the general network OF railroads.
Hereupon citizens presumed to possess means
and cherish laudable public spirit are solicited
to sub, crbe to the stock in sums of $1,000 to
$4,000 each. They seyersly and nationally
answer" Yes; we are Ing to subscribe ac-
"cord ng to our several means; we do not ex-
"pect that the investment will prove profitable
"to lis steckholders; but we realize the utility
"oftbe enterprise and .ill cheerfally risk, aud
"perbaps lose. our $1,000 to 1000 each, 70
"secure the end contemplated. All we ask Is,
"ttat we be permitted to say how much we can
"afford thus 10 risk-that instead of the thou
"sands We agree to invest the law shall not I'M
"pose on us an additional contingent liability
uof hundreds of thousands." Yet the laws OF
Great Britain, ike those Of many of our own
States, have hitherto said, in every case not pro-
tected BY a special charter-"No; you shall not
"be left at liberty TO say how much you VIII
"risk on this enterprise: if you subscribe for
"eyen one share of the stock, you shall be held
"Iable for all the debts that may be incurred
"by thi. compsny." We are quite aware that
stockholders ia railroads have usually been ex-
empted from this indt finite liability by special
provisions in their charters; but the general
pripciple of British law with regard to stock
holders in companies has been that above lndi-
Gated
And vet nothing could be more arbitrary, unjust,
irrational, ruinous. Enterprises of signal utility
ard urgency have been defeated by 1.-THE more
prudent, thrifty, forehanded citizens refusing TO
take stock, because they would by subscribing
stake their entire fortunes the skill and success
of management hey yond their control The State,
by insisting on substituting for the contract which
all the parties were willing to make one of its
own concoctipg which none of them desired, pre-
vents the prosecution of the enterprise. The capi-
talist who has scraped together million dollars is
willing to subscribe 10000 of it toward construct
ING the needed road or establishing the contem-
plated manufacture, if be can only be permitted to
fake AN equal risk with his neighbor who puts in
the $4,000 which is all or half his fortune but
mo" says the State you two may agree to that
" as obviously fair and just; but insist that one
"of you, while your investments and profits are
equal. shall risk on the enterprise one hundred
times SO much as the other" Of course, the cap
italist buttons up his pocket and bids the affair
good morning; so that the State, by insisting on
substituting for the equal bargain medltated by
those interested an unequal compact of its own
arbitrary deyisiDg, has completely paralyzed the
undertaking
Again: man dies, leaving to his willow,
daughter, or niece, some shares in factory,
mine, bIe very, or other company, which she,
ignorant and unsuspicious, accepts and hopes to
profit by. But next year the concern fails, aud
now she finds that she has lost not merely tins
resource, but everything she possessed. Many a
widows family has thus been turned out OF
house and home, broken up and reduced to ABB
iect poverty, by the operation of this unjust
Liability.
Endless litigation is another of its natural
fruits Some years sgo, there were com mpanies
engaged in mining for lead or iron ore IN st.
Lawrence County, some OF which failed; aud,
As they had no charters, the. principle of Unlim-
tied Liability took hold of them. FIRST, the
creditors began to sue and recover OF those
stockholders wbO were presumed to have prop
erty; rext the stockholders thus stripped took
10 suing those as yet untouched for an eqnalizA =
tion of their several losses. This game may be
Going on still; it certainly wa, when We last
besro from it; the result being universal alarm
contention, uncertainty, with Infinite cost and
geDeislIuin.
The principle of Limited Liability, as EN-