, 1870-03-19
RAILWAY COUP: D,ETAT.

RAILWAY COUP: D.ETAT.
In the Legislature and courts OF New
York the doctrine has been assumed, and
s,ctr+>ft,liy vintlicated and maintained up
10 tie present time, that tho stockholders
Of corporations have no rights which their
officers a1t bound TO respect, and that it is in
The power IT few of the leading officers Of
any corporation. at any time, to absorb the
l,n'iiss and eoafscate the property Of their
stockholders, and procure themselves to be
installed III Office, in perpetuity, without |
asking the stoekholderB consent. This doc |
trinc lad no existence twenty yeara ago.
But To-day if is the common law Of corpo7a-
tens In the State Of New YORK, and there
are abundant Indications that strenuous ef-
forts Will soon be made to make it the law
OF Illinois, Wisconsin, Iowa, Minnesota,
md Michigan. Oaly two conditions arc
necessary to accomplish this coup dttat in
any cosI'orntion, and transform it from a
democracy, governed by the votes of stock
Lolie.s, into despotism controlled by the
VIII Of the more grasping, bold, and unscru-
pulvus First, admit the power of Legisla-
iure .n extend the present terms OF Office Of
existing officers, without a reelection. Sec
o,d admit the power of the said officers,
oa their oEu motion, to issue new stock
indefinitely and sell it to themselves, or for
whatever i viii bring IN the market There
Is n" such thing as stopping the door on
either of these abuses when it is once
opened. II Legislature can extend the
Terms If Il Board Of Directors of a railroad
for one day after the term for which the
stockholders elected them has expired, they
can extend it for hundred years, without
exercising any new power, And if the Of
irers uf corporation can issue, without
nu,hority Of either the Legislature or tho
stockholders, one dollnr Of new stock, they
eau issue unlimited millions. The first con-
hscates every right Of stockholder as
voting member Of company. The second
coulscates, if it is carried far enough, all
his remaining rights of proper
~, of dividends, and of sales-
It is in vain to say Legislature may ex-
tend the term Of an officer for one year,
or two, or any reasonable term, but not for
twenty yea1s, or hundred years. For,
once admit the power Of the Legislature to
act. mo YOU a'1n'1l iIs power 20 jugs 1ot ~
Sell oi Inc feasonanleness OF lts OWL ac1on.
M courts can set aside IN net OF the Legs
latuE" On inc ground tnht tne Leglslatute
cr7ed in its Judgment on question of the
mere feasonAnlene6s ano prop1aety oi "s NC
ton Nor ean any court set aside an issue
OF stock made By officers on their own mere
motion, without authority Of law OF vote OF
STOCKHOLDERS 70 hanc.1on H. w ans etouaa
tnat thc olneets issued lou 1nuca- fof' l. =.
were within 'ne's power ~ iasee LEV esosA
anu 10 ]oose o. 'ne he,slls =, 10 ." :. . =
the e11ent ot one 1i1'ou u, ~ = =
eaaalls IN tnen io"eA " %D' eA's'AS ~
one h0nofeu nalil'ons ~
suppose, lne1e1oie' LIZ oAceu1'. eNeo. :,
OF road Like the Nol1n~estet1' 'ne e'oe, ',
Of which is about saa,ooo'ooo' anu "of''
about - per cent OF tha' SUM- nno tusi'
selves in possession OF but Szf'ooo'ooo o
the stock necessary TO secure tneH ne-eioo
e.aa, - - ~ ~,ass .t,a-s"s1'o. S .-s. ~ ~
-, - WV. ~ pAN -. .esa ~ 14a.A> =
- 'o, "0~ t,40 e'4.seH%
ea eNr 1ehe eno ~ 49, eD' seoeAao'' ueS .An sssu
o'ou''o'o, uepteelstas eno sauo oi ~
present nsocA u 'ae tusaa itonu OF r., ecu
~ s ~, "os 80 nne ~ ~ ' 1.Ns1' =
$l2, ,noN, 600 Of its value. This is exacu
what has been done in the Erie, and what
according to sumor, has been threntened i
tho Northwestern
Meanwhile, the proceeds Of the sale o
S50,ooo.o 900 Of overissues at all prices from
81 down to ~, would place in the hands o
=, the knaTes who issued them abou
$o,mo,ooo in cash, with compa.adve1,
E1nall portion of which, it is hardly to<
much 10 say that they could buy any Stat.
Legislature in the county, if net eonsid
fsable number Of the courta, the FIRST I
pass tz Fost .jacto laws ratifyiug these oye1
issues, and to continue the over.issuers i
Office indefinitely, and the second to eprea
the plaster of judicial ratification over th
$. whole f1aud.
There IL, therefore, point beyond whic
!, resistance to the usurpations of railwa
r;urs is i1nnossible and Tint mint il II
very ontset. Like creyasse in the levet
If the Mississippi, there is one point
!; which ssngle hand may stay the work
devastation, but give the food an openir
no larger than blind mole might max
md no power can stay the devastation
the county. There Is q strong probabili
that no stakeholder OF the Erie Road vi
ever again see dividend, or elect any otht