The Minneapolis journal. [volume] (Minneapolis, Minn.) 1888-1939, 1901-12-03
THE CHARTER RIGHTS
Very Marked Difference in the
Terms Is Pointed Out.
DOING BUSINESS" IN THE WEST
Can the Securities Company Demon
strate That 1T Can Effect
Its PurDOseH
Stew York SUN Special Service

New York, Dec. 3.-In the discussion OF
the future Of the Northern Securities
company, which continues to be fore
most subject of interest down town, both
In legal and financial circles, the point
was made to-day that there is a marked
difference in the terms of the charters of
that company and the Carnegie company,
which may we'll command attention for
two reasons: one, that the Carnegia COM
pany aimed at securing the largest powers
that it could safely obtain from the state
of New Jersey; and the other that the
Carnegie company's charter was approved
by the present attorney general of the
United States, as counsel, who may now,
in his official capacity, be called upon to
proceed against the securities company if
the opponents of that company have their
way.
The objects for which the Carnegie COM
pany was formed, according to it's charter,
were not only to mine, prepare for mar
ket, market and transport COAL iron steel
and all mineral substances, but "to con-
Struct, lease, own, operate or sell trans
portation line or lines, by land or water,
in any state or country subject to the
laws of such state or country either di-
rectly or through the ownership Of stock
of any corporation" The charter further
says:
Parallel to Securities Company.
If and to the extent permitted by the local
laws of each state and foreign country where
the property may be situated and subject al
ways to such local laws, the company may
cause the legal title in any property or bust
ness carried on by the company to remain or
be vested in the name or carried on by an
individual or by any other company OF com
panes, formed or to be formed and either
upon trust or as agents or nominees Of this
company, and manage the affairs or take over
and carry on the business of such companies
so formed or to be formed. either by acquir-
Ing the shares, stocks or other securities
thereof or otherwise howsoever, and exercise
all or any of the powers of holders or shares,
stocks or securities thereof, and receive and
distribute as profits the dividends and in
terest on such shares and that the COM
pany may conduct business, have one or more
Offices and purchase mortgage, lease and
convey real and personal property, or any
estate or interest therein, in any part Of the
world, but always subject to the local laws.
The charter of the Northern Securities
company, on the other hand, expresses as
objects Of the company
To purchase, hold, sell, assign, transfer,
mortgage, pledge or otherwise to dispose of
shares of the capital stock OF any other cor
poration or corporations, association or as
sociations Of the state of New Jersey or any
other state, territory country, and, while
owner of such stock to exercise all the rights,
powers and privileges of ownership, including
the rights to vote thereon.
Can't Authorize Violation of Law.
The point made to-day was upon the
omission of the phrase Subject to the
local laws" from the charter Of the Sc
curities company and its reiteration in
the charter of the Carnegie company
Those who dwell upon the omission of the
phrase from the Securities company char
ter held that it was not within New Jer-
sey's province to confer upon one Of her
corporations power to do outside of New
Jersey anything In conflict with the laws
of whatever state the corporation might
be acting in.
For instance, the Securities company
desires to exercise the right to vote upon
the shares of the Minnesota railroad COM
panies which it has purchased; but this
voting cannot be done in New Jersey, as
the annual meetings of the railroad COM
panies are held in their home states, and
it has been held by the federal supreme
courts for example, that Minnesota's law
forbidding consolidation Of railroad COM
panies in that state as valid, and that a
consolidation of management may not be
effected there, even through the Offices
of trustee. So, 1t was said, as Mime
sofa laws would not prevent this act in
that state and as New Jersey had no right
to grant any power to do in Minnesota
things unlawful under the laws of that
state it remained for the Securities COM
pany to demonstrate that 1t could effect
the purpose for which it was organized.
One crucial point, according to a gen
eral opinion, in the future of the Securi-
ties company, if 1t goes ahead as planned,
will be reached when a judicial ruling
shall be asked on the question whether the
company is doing business" in the states
OF the west to whose laws its subsidiary
companies are subject and to which 1t
must be amenable if it "does business"
In those states.