Evening journal., 1898-02-02
THE CORPORATION LAW
Lawyer Gives Reasons As to
Why One Should Be Passed.
OLD LAW WILL BE IMPERATIVE

OLD LAW WILL BE IMPERATIVE
THE GRANTING OF CHARTERS
GIVING THE RIGHT OF EMINENT
DOMAIN SHOULD BE RESTRICT
ED TO THE COURT-LIBERAL
LAW MIGHT BRING BIG REvE-
NUE..
One of the leading members of the
New Castle county bar was asked by
an Evening Journal reporter this
morning what would be the probable /
effect of the failure of the General AS
sembly to pass a general corporation |
law at this session. He said
Il have examined an article printed |
in a morning paper concerning the pO- |
sition taken by certain corporations |
against the passage of such a measure |
during the present session of the Legis- |
lature, and there may be certain ele-
ments of truth in certain of its state |
ments.
Il doubt however, whether any gen
eral corporation act, as a matter of
fact, has been prepared by those cor
porations to be submitted to the Legis-
| lature. The corporations referred TO, /
presume, have all of the franchises and
! privileges which they desire, or are
| likely to desire in the next twenty-five
years. Their acts of incorporation
were obtained at time when the state
was especially anxious to do anything
in order to get railroad and railway fa-
cilities, and their charters are much
broader than any that could possibly
be secured at this time, or that have
,icf
on this line. For instance. it is held
by some that the charter Of the VIII
mington City Railway Company gives
it exclusive rights to all the streets of
the city Of Wilmington While, pos
sibly, the exclusive provision of that
charter would not be sustained by the
courts. at the same time the company
has the right to operate railways on
any street of the city Of Wilmington,
and in any direction within six miles
of the city.
"The people of the state now find
themselves in a very singular position
The Constitutional Convention, which
adjourned last Summer, took from the
Legislature the power to grant fran
chises except for municipal, charitable,
penal, reformatcry and educational
purposes, sustained in whole or in part
by the state, and imposed upon the
Legislature the duty of passing a gem
eral corporation law. IL further pro-
vided that no general corporation law
should be enacted without the consent
and concurrence of two-thirds of the
members Of each branch of the Gen
eral Assembly. We have. OF course,
now in existence, a general corporation
, law, but l am extremely doubtful
! whether it is now operative, and
| whether it is now possible to organize
a corporation under our general law
for this reason. When the present Law
n was passed a majority OF the two
! branches Of the General Assembly
o could pass a corporation law. and thl
4 courts would have no right to assume
; that more than a majority of all tbs
members of the two branches of thu
8 General Assembly voted for the enact
n ment Of the present law. Therefore, i
a is not such a general corporation Law
, as is contemplated by section 1 Of arti
a Gle of the new Constitution, and If W,
v were to undertake to sell the bonds o
any corporation organized under
since the adjournment of the Constitu
tional Convention. l think you woull
find it impossible to do so. Moreover
the general corporation law now in ex
! istence only applies to corporations 70
J manufacturing purposes and certai
other limited purposes. In It there
no power of eminent domain, and a
u the present time II is quite impossibl
y for any corporation, for public i'm
Is provement, to secure the right of wa
H. by adverse proceeding. 1t becomes
: therefore, imperative upon the presen
le Legislature to pass some act to reliev
=. us from the condition in which W
le now find ourselves. AS the Constltu
~ tional Convention has imposed a dut
II upon the present General Assembly {
= enact a general corporation law, II
10 fails in that duty by adjourning with
ie out passing such law, the old genera
~ corporation law, imperfect and made
= quate as 1t is, will at once become vol
y. and of no effect.
- "All this talk about the great labC
ie of drafting a general corporation Law
believe, has been brought about IN
M measure by certain interested corpOr;
~ tiOns. Most Of the states have had ger
=, eral corporation laws for number {
= years. New Jersey, for instance, has
- very admirable general corporatio
~ law. but the railroad interests in tn;
of state were strong enough to prevel
the general corporation law from CO..
ering the railroads. The same state
facts exists in several other stat
where they have general corporate
laws for all purposes except for raj
IA road and railway purposes, and tho
nc rights have been reserved to the Legi
lature. That cannot be, however, NJ
der our general corporation law, as u
7is legislative duties and limitations a
in clearly defined by the Constitution.
d. "By the aid OF the experiences
ed other states a corporation law ought
lot be framed in a very short time I b
lieve it should be fairly liberal towar
no the formation of corporations v
ng have reached that stage in the d
led velOpment of the country and
wealth that it becomes absolutely ne
nm essary that you shall have a cOmbin
ton and aggregation Of capital If "
desire to succeed. The little fellow al
the small caDitaligts must cOmbi