The Wilmington daily Republican. (Wilmington, Del.) 1890-1902, 1899-09-18
BRYAN ON
TRUSTS.
He Says Delaware's Cor.
pOratiOn Law Marks
A Forward Step.


ware as Il !avorite place for the or
ganization of trusts and his speech
aroused considerable interest.
The point came up in connection
with his statement that each State
should decide tor itself what corpo-
rations should be organized within
the State and what outside corpora
tions should do business within its
borders. AS an exposition OF the
Delaware law Mr.. Bryan read the
following letter:
"The State Of Delaware has just
adopted the most favorable of exist
ing general corporation laws-one
marking forward step in the evo-
luton of corpor ations. In does not
encourage reckless Incorporation,
nor merely the existence of wildcat
companies; but it furnishes at the
least expense ample rights to stock
holders and reduces restrictions
upon corporate action to the mini
mum.
"The enactment is not the result,
as in the case of most States. of
hesitating, haltMg, enactlng,
amending and repeating; but it is a
logical and systematic measure,
framed by committee OF able law
yers appointed by the Legislature
to examine the various statutes of
the various States and prepare
bill which should embody the good
and eliminate the bad points OF eX-
listing law.
"rhe law is based broadly upon
that of the State of New Jersey. and
embraces all the beneficial provis-
ions and safeguards found in the
laws of that State. 1t is, however,
in many respects advanced far be-
vond New Jersey and makes Della
ware a much more attractive home
for business corporations.
'ln the following salient provis-
ions the Delaware and the New Jer-
sey laws are substantially identi-
cal:
81. Any three persons may or
ganize corporation.
-. 1t may engagein any lawful
business except banking.
%. It's existence may be pcrpet-
ual or limited.
~. 1t may buy and deal in real
or personal property, wherever sit
uatcd, and to any desired amount.
-. 1t may be 4 mortgagee or
mortgagor.
SO 1t may conduct business any
where in the world.
- Stock may be issued for prop
erty purchased, and in Delaware
for services rendered, and in the alb
sence of fraud the judgment of the
directors as to the value of such
property or service is conclusive.
IS 1t may easily wind up its af-
fairs and dissolve itself.
''9 Its authorized capital stock
need not be more than $4,000, and
only $1,000 of this need be subscrib-
ed for
80 The amount Of capital stock
which 1t may issue is unlimited.
I'll 1t may file its certificate of
incorporation and even begin busi-
nc.,, before any sum whatever is
ra:t in.
~ Itmay have different classes
OF ,,Iacks, with different privileges
or restrictions.
''15 The charter may be easily
amended.
"l4 Only one director need be
resident of Delaware.
= is Capital stock may be easily
diminished or increased.
"l6 The corporation may be
readily merged or consolidated into
other corporations.
"l7 The incorporators may or
may not limit the. authority OF the
directors as to the liabilities.
ADVANTAGES OF DELAWARE.
"The Delaware law possesses the
following advantages:
II The original fee that we pay
for incorporation is small-about
three-quarters of that in New Jer-
sey.
- The annual tax is small--one
half Of that in New Jersey. Della.
ware Is Il small State and Dies not
need very large revenue.
"S Stockholders and directors
may hold their own meetings wher-
ever they please, and need never
meet in the State OF Delaware. New
Jersey stockholders must meet in
that State. You see, it is a decided
advantage over the New Jersey law
IN that respect.
81 The original stock and trans
fer books, which in New Jersey
corporation must be kept in the
State, may be keptin or out of Della.
ware, III the discretion of the com.
pany. The exhibition of books by
intcrmeddlers is much more difficult
under the Delaware law than under
the laws OF any other State.
X \ n
Sc The liability of the stock
holders IS absolutely limited when
the stock has once been issued for
cash, property or services
81 Stock may be issued in com.
pensation for services rendered, and
in the absence OF fraud in the trans
action the judgment OF the directors
as to the value Of such services is
conclusive.
"S For certain improved classes
of corporations, as, tor instance,
railroad, railway, telegraph, cable,
ETC., light, steam heating power,
gas piping lines and sleeping car
companies, the advantage is still
more marked.
"l wish we had some way of know.
ing what the addition al advantages
are, after having read the ordinary
advantages, " remarked Mr.. Bryan.
20 The annual report of a Del
aware corporation is required to
give no secret or confidential irfor.
nation.
40 The certificate need not show
nor need public record be in any
way made of the amount OF stock
subscribed by any incorporation.
A voice from the gallery-Colonel,
Delaware and New Jersey are both