New-York tribune., 1900-03-10
RESTRICTIONS ON TRUSTS.
Mr.. DILLS ADDRESS BEFORE MASSA-
CHUsETTs REFORM CLUB.

Boston, March 9-The subject under discus
sion by the Massachusetts Reform Club this
evening was Possible Legal Restrictions in the
Formation and Conduct of Large Corporations
Trusts" About seventy-fve members as
sembled at Young's Hotel, where they enter
tanned at dinner two guests, who were the chief
speakers of the occasion-James B. Dill, of New
York, and Edward S. Keasbey, of Newark N. J.
Moorfield Storey presided.
Mr.. DiIl's subject THE Proposed Corporation
Act of New-York." He said in part:
In 1892. in the State of New-York, with a New
than New-Jersey's freedom from State supervision
and publicity and at NewcJerseys rate Of ncGrpo-
OF the New York Legisaturs the largest business
capital to-day in excess Of s84,0o00oo.
The act was passed by the Legislature and ap-
New-York refused these citizens of New-York
at the cost of NewJersey TaHn eorporntyn iess t
than the New-York rate) they would Incorporate
announced reason the General Electric Company
power to do business 1as to the
same extent an individual might do-authorized
corporations, to borrow money without limit and on
such terms as the directors might see IT. to Issue
amount placing no limit upon the authorized capt
that there should Be no persenaI LIABILITY Of Stock
holders excepting for due to laborers requr-
amount of its capital actually issued, and amount
which it's assets at least equal. purely nominal
report requiring real disclosure. and expressly
OF the NewYorS 9 G1nS aW from the usual
6 & aH 6%d he oan a
s423SS. At the rate hxed by its charter the com
e nd the STATE
S o2 ma concession granted by the Legslatgge I
could be obtained in the State of New-Jersey; .
P: Flower man whose Integrity, wisdom a;i and
and today are almost worldwide, in approving the
It. be is sa
general laws and because its approval will keep
large amount Of capital. and which without the
be 1y s w Of The
reduction On Of the tax for Mt from m one
twentieth Of per cent Is to make The @ tax & uniform
far as this corporation is affected. There Is a
growing sentiment in favor OF less severe resric-
investment of capital may be encouraged within
o e a ne wn n 5aS eSeas
Which, IN my ny lis Is wise snd NIL
PAPERS TAKEN OUT IN NEw-JERsEY,
Mr.. Dill went on outline the features of the
Stock Corporation law OF 1890 and quoted the new
section added to it in 1893 practically doing away
with all publicity. Continuing he said in part:
At the beginning of 1900 50 100000 90 Of NewYorl5
capital had gone to the State OF New-Jersey to be
to New-York State to do business in New-York. TO
be listed on her stock EXCHANGES TO be treated in
corporate under the laws Of the State Of New-York
ude Of the Bar the attitude Of the great com
merCal associations. distinctly hostile 70 the
policy of the State pursued toward corporations,
After quoting Governor Roosevelts remarks in
his annual message of January Of this year, urging
that the laws Of this State should be drawn
to protect and encourage corporations which do
their honest duty by the public and making the
point that laws for the supervision and publicity
Of the affairs OF corporations needed quite
honest COTpOrations a
for the sake OF the public. Mr.. Dill proceeded 10
discuss the pending corporation bill. which
bodies the Governors views. saying in part:
The question arises at the outset whether the act
ton Of the term. and whether it is in favor OF
opposed % d 70 R g The to this Propo
the message of Governor Roosevelt that our laws
of ny Pf 50 % % o 70 & he dGy bg s
public" The converse of this proposition has been
made Of primary Importance. Every precautiCn
that careful study could suggest has been taken
against dishonest capital and dishonest manage
So far as antitrust commonly taken means op-
majority control Of the minority opposition to
With honesy 0 belong a the 2
so far as ercaptazati9n. fictitious value in the
motion vicious hnancierng. concealed speculation
ton the stockholders did not Possess-so far as
these features with their attendant train OF evils
BID FOR HONEST ENTERPRISE
The chapter which deals with promotions pro-
annual reports entirety from start finish
| is aimed not only TO suppress these evils. but
| prevent their inception and birth No promoter
with dishonest propositions and fnancie with
| secret or improper considerations will voluntarily
the extent that a trust is commonly described as
water, the act is antitrust from start to fnishs
New York by this act attempts 20 attract capital
to the state not only 10 keep the capital of New
YORK within her borders. but TO go outside and at
tract capital from other States. New-York desires
to induce incorporatiye capital Of integrity come
within the state and not only for the sake of the
returns ~ way OF taxes to the State. but to make
New YORK IN her proposed legislation recognizes
the fact that the industrial corporations to-day and
tlons be limited IA single State that produced
them: and therefore she has given them the widest
TO go forth and do business in other States. but
with the limitation that they always subject to
York, however In passing this law has for
gotten the denunciatons which the courts OF other
States have uttered against tramp corporations.
Note. too has been made of the decisions Of the
a corporation depends upon the place of its incor-
poration and upon its prnSipal office 1t can he
dition that its corporate Office in the place OF it's
incorporation be of effective and serious char
in a purely fictitious manner for the purpose OF
escaping the rules of public order prescribed by the
French law for the creation and directing of COM
panes.
essential feature be part of the State of New
existing corporation of New-York it may go forth
into other States to do business but always sub
The e supreme Sup Court of the tinted States held
that a corporation of one state may do business In
the permisson of the state whch created it, and
second. to the limitations or restrictions of the
this connection it is important to call your atten-
ton to the bill introduced by Samuel Slater esq. in
the Assembly, which defines the conditions under
which New-York will admit other corporations to
Sha and an1s W hpt in mo or in