New-York tribune. [volume] (New York [N.Y.]) 1866-1924, 1900-02-04
A NEW CORPORATION LAW
FEATURES OF AN IMPORTANT MEAS
IRE SOON TO BE INTRODUCED
AT ALBANY.

AT ALBANY
Albany Feb CSpeciaD-The various runors
which have been prevalent here and reported
TO the New-York papers that the conference
held yesterday between the Governor. Professor
jerks, OF Cornell University, President Seth Low
OF Columbia, and others. was with reference to
trusts and combinations were without founda-
ton.
It is learned from trustworthy source here
that the conference was with relation to a gen.
ersl corporation act for the State OF New
York. to be known The New-YOrk
Companies Act 1900" tt has been re-
ported that the object of this act was
10 turn the light the trusts but the
OF this appears when It becomes known that
the act applies only TO such corporations as
choose TO organize under il, and does not apply
TO any corporations organized under any other
law OF this State under the law Of any other
State
It is to be noted IN this connection that Pro
fessor jerks, who has been for some time quite
close to Governor Roosevelt. while acting as
counsel for the Industrial Commission at Wash
ington caused TO be subpoenaed before that
commission and TO be examined great length
lawyers from different parts Of the country who
were reDuted to have organized many large
corporations. especially outside OF the State OF
New-York-
Hundreds OF pages OF testimony were taken
under the examination OF these men as 70 the
reasons why the modern corporations had not
awaited themselves OF the laws OF the State OF
New-York, and also with view OF ascertaining
the particular reason assigned by each for going
TO the different States. Special examination was
made OF lawyers who were expert in New-Jer-
sey laws. which examination served to bring
out what they regarded the salient points OF
hnrrr
York laws. and the reasons why the organiza-
tons preferred the former State as a place OF
Incorporation.
COMPARING STATE LAWS
1t is said on authority that the stenographer's
notes OF this testimony were all submitted bv
Professor jerks TO Governor Roosevelt and the
other men who made up the conference. it being
their hope to learn by looking at the subject
from this practical point OF view what ad-
vantages. if any, were possessed by the cor
poratiOn laws OF other States over the cor
responding law of the State OF New-York. and
on the other hand, what were the objections to
the law OF the State of New-York which seem
TO prevent companies from organizing in this
State.
1t has been the commonly accepted opinion
here. although no could be found as au-
thority for the statement that for several weeks
Professor jerks and severzf other men. acting
in cooperation with f1im. have at the request OF
the Governor been engaged in the work of draft
ing corporation law TO meet the suggestions
thus adduced by this testimony
1t is also stated that as a result the draft OF
a corporation act has been presented TO the I
Governor; that the conference which took 4
place yesterday concerned this corporation act /
and that at this conference various suggestions /
and amendments were made. but that the act is 4
now in practical concrete shape and viii be pre-
sented whole TO the Legislature early in the /
week. probably not later than Wednesday
1t is stated that the purpose OF this bill is not
to interfere with the present Corporation act
but, while leaving that law in existence to
create separate and independent corporation
act which will prove especially attractive TO cor
porations of large capital and OF undoubted
financial responsibility.
TO ATTRACT OUTSIDE BUSINESS.
The purpose of the present bin is. while not
interfering with the present revenues of the
State through the present Corporation act 10
try different system. in the hope OF attracting
70 New-York other corporations from other
States.
While leaving New York's present law as il is
the attempt is evidently 10 be made. by the
adoption OF law having all OF New-Jerseys .
practical features and some added matters as
well. 10 draw from New-Jersey her corporations /
of the better class and induce them TO incor- /
porate IN this State
The arrangement and general scheme OF the I
act is quite like that OF the New-Jersev law /
There are. however. some important additions I
Noticeably. power is put in the hands OF the 4
stockholders to examine into corporate accounts I
Provision is made. fer instance. that any stock
holder shall be entitled a statement OF all the
salaries paid TO any officer or officers OF the I
company and as well statement OF All agree
ments in which any officer OF the couapanv Is or /
has been interested. The directors OF the cor
poration are forbidden TO raise salaries between
annual meetings OF the stockholders at which
meetings and by the stockholders all salaries OF
officers must be fixed II any new salary II paid
10 any new officer that fact must be. reported to
the stockholders at the next succeeding an
nual meeting
As attraction TO investment. IL is provided |
that 5ondhoiders may. under certain circum-
stances, be allowed to vote the same as stock
holders. and that in case Of default OF payment
of interest on any mortgage. the power TO vote