The morning news. [volume] (Savannah, Ga.) 1887-1900, 1893-07-01

BONDS and stocks in any of the rail.
ipAdH WITHIN tae territory % the des-
ltA4ted states. The Terminal Com
pahE has purchased two thousand
Two hundred shares Is there any law OF
Georgia that forbids that purchasc} Is
tnere any constitutional provision
OF Georgia that nulliled that
purchase Orrendered 10 illegall
q purchase made no5 in the state of
Georgia, contract made not with any
Georgia corporation or Georgia Individual
Where is the constitutional provision of
the state Of Georgia, or its power either
by legislation or constitutional provision
10 prohibit a lawfully organized
corporation created by the state Of
virginia, with express power to own and
purchase stocks and bonds( Where is
the power in the state of Georgia, in her
legislature or her constitution to prohibit
the purchase of that lawful property,
issued and created under her own
laws, put out before the
world as saleablel 1t does not exist.
CAN OWN A MAJORITY STOCK.
81 concede that the state of Georgia
may put limitations and restrictions upon
corporations IN respect to the amount of
property they shall acquire; in respect to
the amount of stock they may authorize q
corporation to issue; but l say that when
that corporation has issued that stock,
when IL goes abroad as prop
erty, there is no power in
this land that can deny to the owner
the right to sell it, nor deny to the indi-
vidual the right to buy it, and if a corpo-
| ration is created by any state with power
| TO own and purchase stock, that that cor
! poration is entitled to buy that stock, and
! that Georgia in her constitution and in
! her legislature could not prohibit
| II. Well gTnHIH1Ta Of
! gentlemen, do not care-it is wholly i'm
material-what their relations were to
! another corporation, they buy-and coun-
| sci for Mrs. Clarke has urged upon the
! court-they buy forty thousand shares of
| stock for the purpose of controlling it as
a syndicate for speculative purposes and
! to control the property of the Georgia
Central. Any law to forbid that2
| THE TERMINAL NoTA RAILROAD cORPo-
RATION.
They were not railrohd corporation
| They were not in competition with any
railroad company in the state of Georgia.
Is 1t possible that this constitutional pro-
! vision should be so construed as to say
| that you, Mr.. Charlton, cannot buy all the
| stock of the Central railroad company if
! you please-if you are able to do it, That
| would hardly be said to be what the
! Georgia constitution means. That would
! hardly be said to be any violation of the
! Georgia law, and when you come to speak
about state policy you are speaking about
a very grave thing.
HAD RIGHT TO BUY THEM.
! "But under the laws of Georgia and I'M
! der this constitutional provision, any pri-
vate citizen had a right to buy any and
| all stocks that had been issued by the
! Central Railroad and Banking Company.
| He had a clear right to buy stocks
! of any or all other corporations.
! This syndicate buy up forty Thousand
shares for the purpose of speculation.
| That is legitimate They buy it up for
the purpose of having a controlling stock
| and interest in that property. That was
legitimate. 1t brought it in competition
with no Georgia road. 1t was not a con-
tract that was made or agreement made
| within the state of Georgla-made out
side-and there is no Georgia law, con-
stitutional or legislative, that could deal
| with IL, control it, or declare it Illegal.
| What then do they do3 They form a
! North Carolina corporation. Now it is
| wholly immaterial whether that was a
| valid corporation or a mere association of
! ndividuals-wholly immaterial. 1t did
not divest them of the ownership of that
stock, held by the individuals, held by
associat ton or by the corporation. 1t did
not affect any right or violate any law of
| the state of Georgia. The Richmond
and West Point Terminal railway and
! Warehouse Company under authority
! under the powers of its charter buy that
stock from the Georgia Central. Was
| that Georgia contract Was that d
! Georgia agreement? Was that contract
! for the purpose of affecting competition
! in Georgia. 1t was not a contract by
! Georgia law Georgia law could not deal
! with it. The papers of those two cOrpOr-
] IL
| and say whetherit was valid contract
between them. The authorities that have
been read lead TO confusion. They mis-
apprehend the application and bearing
| upon this question.
DERIVED FROM THE SOVEREIGN,
"The powers of corporation are derived
from the sovereign that creates them.
! When they come into another jurisdiction
| and make contracts, their contracts are
| governed by the jurisdiction of the state
| and upon the laws of the state in which
they make their contracts. That is all
18th and l4th Peters ever decided, and
that. is all that has ever been decided by
the supreme court Of the Uni
tea States, running from the case
of the Augusta bank down to the present
day. 1t is therefore, a wrong PROPOSE
ton to say that contracts of individuals
that acquired this stock, the contract by
| which they put 1t into the Georgia Com
| pany, created by the North Carolina,
and subsequently acquired by the Ter
| minal Company under its charter powers
in its contract with North Carolina cor
poration are illegal. 1t was so acquired. 1t
was held by them-jointly or severity is
immaterial They issued bonds upon
it as security, put it in the hands of the
Central Trust Company as trustee for the
bonds, which it was pledged to secure
negotiable securities that passed into the
country, and from hand to hand, and car
ried full equity with them. And now we
are told that those bondholders-tha the
! security in the hands of the trustee IS
not transportation corporation; that
that trustee shall not be allowed to vote
! that stock.
| STATE PRIDE MAY RUN AWAY WITH Us.
| eve may be sensitive about outside
ownership of property in the states. Our
state pride may run away with us some
times in thinking that we ought to eX-
| clude foreigners, that we ought to eX-
clude persons who have no Identification
with the state, but, gentlemen, you
are dealing with private property
and private rights here that no state
can encroach upon no state can violate
Now, the Central Trust Company is uthe
holder of that stock under private ar
ranCement between the Terminal Compa-
ny and the North Carolina Company. 81