The Roanoke times. [volume] (Roanoke, Va.) 1890-1895, 1893-08-17

trusted and criticised us. NotWltnstanu-
ing this, (by mere force Of intellect OF
training and ability,) We have in large
measure controlled the legislation OF
the State and we arc Justly held respon-
sible therefor. Tue people are uneasy;
unrest and disquietude prevail; there is
feeling prevalent that the laws are
not what they should be. That this
feeling is justified to large extent by
the facts, cannot be successfully contro-
verted.
1t shall be my object here to night, as
briefly as can, to point out what, to
me, seem to be some of the defects in
our laws and to suggest, as far as am
able, their remedies.
This is period of improvement or rcforma;;
ton; It's spirit has pcrmcatcd this body. and
hope the time may soon come when we shall de-
vote ourselves zcalouey and wisely TO the mod
ernizing and cqualizing our laws. There Is no
question that has occupied SO large place
the last few years as that OF corporation
law, nor ia there a question OF greater
the H state at Of Virginia believe that it is now
generally recognized and admitted that the time
has arrived for the State to revise It's policy to
sctcr OF this revision presents questions OF the
utmost Importance and gravest moment for the
consideration of statesmen and political ccono-
miets.
1t is of great diHidcnce that enter upon thi $
subject, rs neither the time at my disposal or my
information are sufficient for proper discus
sion of the question But feel that any suggcs-
tions LOOKING towards reform NAV he OF valne in
interesting those more capable in tho wo.k which
is 20 he done at an early day.
A high state OF civiliz ltion demands the mid OF
Corporations 10 work out Its destiny home and
Greece found them necessary and they arc
necessary in this enlightened age. There
in material prosperity made by this country
in the last few years. could not nave beer made
without their aid. The advantages and disad-
vantases attendant upon them arc obvious. Co
operation is an advantage; want of individual re-
nsiblity disadvantage. Their tendency is
10 drive labor into aggregations. On the
other hand, the labor employed by corporations,
as rule, get better wages, stcadier work and
fewe~ hours than The iaborcr employed by indi
viduas.
If we cons'er the popula, co nplaints about
corporations, with the way in which they are
poDulary formulated, they Will he found TO be
in substance.
First. Excessive cap italzation and stock wa
tering OF the carrying corporations;
Second: Insecurity in the basis OF credits, of
mercantile or trading, mining and manufacture
Third. General responsibility of all corpora
atoms to the law which controls natural per
sons.
The reason. for the first OF these popular OBJ
jections arc so apparent and the remedy is 50 Oh.
vious, that need not detan yon in the discus
sion OF IL.
The other two will alude to briefly rs pre-
scented under the laws of the State 81 Virginia.
court for any purpose for which a partnership
may be formed and to do anything that an indi-
yidual can do; in fact, to do ything except the
building OF Il railroad or canal, turnpike be-
yond the limits OF the county, the creating OF
bank OF circulation. The capital stock may he
as many millions OF dollars as tho incorporntors
may elect; ii can hold rs many acres OF land as 1t
chooscs-One acre or million: residents non
rcsiden :, aliens or citizens may he directors and
officers; the principal place OF business and the
directors and stocKho dcrs meetings may he in or
out OF the State There is no liability upon tho
directors or stockholders, except on unpaid SUBJ
scriptions: no public reports arc rcqurcd; they
may organize and do business without one cent
of money actually paid in on the stock and a
company thus organized with respo nsiblc stock
holders, may subscribe TO and no Id the stock of
another corporation.
This statement would seem enough To convince
the mos crcduious that a very radical reform
should he made in our corporation laws.
Formerly the legislature alone granted char
tiers. This system was obnoxious as class lcgis-
lation and the present laws were substituted in
their stead. II our laws arc made as the laws OF
many other States are, rigorous and thorourh,
we will, OF course, have TO meet the evils OF for
eign corporations doing business in our State to
extent that is unknown at present The evils
attendant upon these tramp corporations can
however, be:minimi lied by requiring them TO be-
come, to all intents and purposes. domestic cor
porationa. This has been done in number of
States for self protection and it is believed that
the comfy existing between the States Will grad
ually do away with the loose laws that now exist
IN this State and others.
To use the words OF n recsnt writer
The practice OF chartering irresponsible and
of other States, is immoral in itself II makes
the states an accessory before the fact 10 what
ever yiany may be pcrpetratcd under the sane
The State OF Virginia Is now open 10 this re-
proach These tramp corporations should he
the formation OF operations, and they should
be held TO the law OF partners, or unincorpcrated
persons put unfortunately, the trend or decision
seems to be the other way. (Dcmarest VS.. Flack,
12S, New York 2l!.l
While too great an interference with corpora-
tions Is to be deprecated yet there can I've no
gan-saying the proposition, tina. when the state
has created an artificial person with II limited
liability, IL should sec that tho capital claimed
actually PAID IN and that the diiuoS nr h,,
capital is made public. Creditors and those deal
ing with II can surely demand much from the
state in regard TO its creatures. Ia addition
good policy demands it, The great curse 10 the
business OF this State in the last few years has
been mainly this class of corporations. Ir the
STOCK had hem required TO be paid ~ advance
only those who could have aiforde Ii would have
zone INTO nc companies, and the companies or
fanized, which would have been very few in
comparison, would have had Abundant capital for
tncir business and would have been real bcne-
ut instead or Il curse TO the State
In my section OF the State The dockc,s mr..
crowded with cases against subscribers 10 the
STOCK OF corporations. A few Years ago number.
less corporations were chartered; no payment on
stock. or very small one, was reuuircd and
as result, men who were utterly unable TO aiford
H. subscribed for thous ands OF dollars of STOCK
anticipating early returns and they would have
no further payments 10 make. The companies
contracted large debts; made unrcmuucraiiyc in.
vestmcnts and in many instances were msman-
aged and became practically bankrupt; Now the
stockholders are required to pay for their stock
which Is tantanOunt to the rain or most of them
Thc7e men would never have subscribed If the
whole o the capital stock had been required nj
the time OF The organization
The laws OF this State are thus in a large meas.
ure directly responsible for The rain or many OF
its citizens
Another fruitful source OF fraud ana ground FOR
the charge of responsibility, is the statute
dwelt upon by Mr. kean in his address rs pre- j
dent OF this association. allndc TO the statuta
allowing one corporation TO subscribe to The
stock OF another The evils attendant nion thi.
statute were so ably discussed by our president
ihat It Is unnecessary for Inc 10 dwell upon that
point
Another evil of our laws arc poke; corpora
tions = corporations owned absolutely Dy one