Delaware gazette and state journal. (Wilmington, Del.) 1883-1902, 1889-07-25

purchasers. While corporations own
every species of property, shares of stock
in them are as RHO personal property,
passing readily by assignment and de,
livery of certificates, without the impsdi-
ments and formalities annexed to tho
conveyance OF real estate. No tfansac-
tions are more common or more easy
than the sails OF such shares OF stock, few
more common than their pledge or n.y.
puthecation as security for loans, or than
their ownership by one party as trustee
for another.
THE DOCTRINE OF TRUSTS.
The doctrine OF trusts, rightly admired
by every enlightened lawyer as one of
the most valuable and perfect braDc hes
Of modern jurisprudence that doctrine !
which commands and enforces the most |
exuberRnt good faith in the confidential |
dealings OF men, which follows and |
Furnishes fraud in its most cunning dis |
guises, and throws its protection over the |
estate of the infant, OF the incompetent |
and even the daad--became the shelter |
under which were formed the most |
stupendous combinations that advancing |
civilization has witnessed.
One OF the earliest writer's to discuss |
"Trusts" has not inaptly called them
masterpieces OF modern ingenuity and
fertility of Gsource"-''produets Of the
highest order OF business talent and ex.
eou.ivs ability, with an organization in.
trioate, secret and subtle"
But the trust idea ia very familiar and
| simple, and its appropriation to its new
aeryice, like many great inventions and
advances, seems both natural and easy
| after its accomplishment.
If apart OF the property of the oom-
bination could be advantageously held
| nv trustees, why might not sill tue shares
of stOck in all the corporations be de.
posted in the hands of small nItnhar
| 0f holders, who, by suoh deposit tlonld
bei ons invested with the legal owner
ship of tue entire property, and lpifhs
Ai8u by apt terms in the instrument feet
| ing the transfer be further clothed with
all necessary powers OF management:
UTILIZING THE IDEA.
This idea sized upon, ths develop
ment and perfection Of its details called
for thu amplest legal knowledge and
skill and kean business foresight aud
ssgaoity, both of which were at the com
mand of the Standard alliance. Thair
tpisned product is seen in the agreement
antered into July "a, 1889, creating the
STANDARD Oil Trust" The outline OF
this elaborate agreement is oil can ex-
aect to give, or to make plain to the gea-
eral reader.
Inc parties to il consisted of three
classes; First, all stockholders and mem
bers of IA corporations and limited part
nerships. Second, as individuals by
name, Of whom ooe was o firm and sew
eral we're trn4teei. Third, q portion Of
tho stookholters aud members Of &c
other corporations and limited partner
ships.
Aa these limited partnerships were to
all iu.enis AID purposes corporations, l
shall use the latterterm as including both.
The &c individuals mentioned by name
were doubtless the same persons iu-
tended in the general descriptions OF the
other classes, as they alone signed the
agreement.
THE PLAN or ORGANIZATION.
The plan OF organization provided for
the formation in each state or territory
Of o corporation to bs known as 1.-THE
, Standard Oil Company OF such state or
territory, which sbould be vested with
all powers necessary for carrying on the
business OF dealing il petroleum pro.
ducts in all their forms and accessories,
and such larger powers as might be
secured. This might be dono by obtain
! ing new charters or using existing ones,
beginning at once with Ohio, New York,
B New Jersey and Pennsylvania.
J 10 this Standard OH Company of each
, state were to be transferred ell the
properties, moneys and business Of all
j the corporations in the state, whose en-
tire stock was owned by the parties ia
the agreement, At their true value, and
/ its shares of stock were to be issued for
I the same at such value. These shares OF
r stock were then to be Transferred and
. delivered to zine trustees, named in int
: agreement, who in return vera to issue
/ and deliver certificates OF stock in "Tnt
n Standard Oil Trust" each OF the pal
value of 5lU0 to the former owners o.
L stock in the several Standard OIL Com
3 panies, according to their respective
+ quotas of such stock.
As corporations in some states are no
is moved 10 own stock in other corpora
}. tons, the parties in class three, namely
lie the owners of part OF tbs stock OF certain
4. corporations, were not to transfer the
=, stock 70 the STANDARD OH Companies o
a the respective states, but directly to tn
i rru tocs, who in return might either issu
trust coetitoat5s to them for the same !,
its true value, or proceed to acquire tn
balance Of the stock in any Of the con
N panies aud assign all to the Standar
h, Oil Company of the proper state to
q. dehlt with a. above described. Thus til
le zine Trustees wole to be ownars, eithe
q through the medium OF Standard O
re Company, or directly, OF all the stocks j
in all the corporations Leld by the ind
as yduals thus combining, and N consider
atlon for the same were 70 issue to til
is persons entitled thereto trust certificate
IN equal az par value to the par value OF tn
9. stock Of the several Standard Oil Con
CO panies and equal to the appraised yalu
It. OF the other stocks.
~ TBE NINE MAGNATEs.
= = The trustees were divided into thrt
"a Glasses, each class to hold office for thrt
!, years, and were TO be chosen as vacanoi,
-. occurred by the holders OF certificates
~ their annual meetings.
- They were to have general Huperyisio
Il. over the Affairs OF the several Stauda,
=. Oil Companies, aud rs far as possib
~ over the other companies any portion
~ whose stock was held by them. Th'
should elect as directors and Office
i. faithful and competent men, aud IN
~ the affairs of oil the companies manage
-, in the interest Of the holders OF the tru
"a certificates.
a. The trustees as owners Of all tho stot
an Of some Of The companies and Of past
the stock in others, receive ell dividen
on such stocks, aHd ont of such receiI
pay dividends 10 the holders Of the tru
1o- certificate
the Thsy ava aIHn authorized to Iaoiu