Wheeling register. [volume] (Wheeling, W. Va.) 1878-1935, 1901-03-18

xN6WB oldUu.
WASHINGTON, D. c. Queen News
Stand. National Hotel.
MORGAN IN THE JERSEY LEG
STATURE.
1t appears that liberal as the State
of New Jersey is with the trusts, b
is not quite liberal enough to suit the
purposes of MI. ]. Pierpont Morgan in
connection with his billion steel trust.
The New Jersey law as it stands
now requires that a two-thirds major
ity of the stockholders shall be re-
uuired to do certain things, including
merger and consolidation in the gov
eminent of corporations to which it
grants charters. This law does not
suit Mr.. Morgan, who has not acquired
two-thirds of the stock of the compa-
MES composing the United States Steel
Corporation. Hence, instead of alter
ing his plans to conform to the law,
he to have the law altered to
suit his plans, which is quite Nor
g%anesque and altogether in harmony
with the arrogant and overbearing
spirit of the trusts. Therefore, Mr..
Morgan has had a bill introduced in
the New Jersey legislature now in ses-
sion to change the corporation law OF
New Jersey so that a bare majority
or ever less in certain contingencies
of the stockholders of corporations may
control.
AS the only protection of the minor
ity stockholders in these corporations
is the two-thirds majority now re-
quired by law, the change proposed by
Mr.. Morgan's bill will leave the min
ority utterly defenseless. Of course,
this is merely to facilitate Mr.. Nor
gan's plan in connection with the
United States Steel Corporation, MI.
Morgan being unable to secure two
companies, but the effect of such a
law would be f%ar-reaching, insofar that
1t would very greatly facilitate the
consolidation of industries in opposi-
ton to the will of stockholders who
may hold but one less than a bare ma
jority of the shares of all the compa-
MES it is proposed to absorb, or even
against the will of a majority of the
stockholders in the case of the non
attendance of a sufficient number at a
meeting called to take action on a
merger. Thus all protection for the
minority and even for the majority
II they be not vigilant in attending
meetings, would be absolutely abol-
ished. A dispatch on the subject says:
Under the corporation act of New Jer-
sey none of the following things can be
done by a company without the consent of
two-thirds of the stockholders: Amend
ment of certificates of Incorporation, crea-
ton of preferred stock, change of name or
nature of business or location of business,
voluntary dissolution or merger and con-
solidation.
Under the proposed amendments a mer-
ger of corporations can be made upon the
consent of two-thirds of the stockholders
who attend at any duly called meeting of
stockholders, even though the ~stockhold-
ers attending may be much less than a
majority of the stockholders. This will
facilitate consolidation and will enable it
to be done under cover, secretly and even
without notice to the stockholders. These
powers are absolutely necessary to the
carrying out of Mr.. Morgan's scheme,
since there is nc probability that two
thirds of the capital stock of the subsid-
larry companies will ever be deposited.
If the United States Steel Corporation
fails to secure the necessary legislation in
New Jersey, 1T is said that it will go to
the New York Legislature for it. This is
the reason that the full Incorporation pa
pers have not yet been filed in New Jer-
sey. The prize. $4,000 in cash, the incor-
poration fee of the new mpan and the
annual tax of $37, 900 a year, will be the
rewards of the State which provides the
necessary legislation to enable Mr.. Nor
gan to get along with a bare majority of
the stock of the subsidiary companies al
ready secured.
With this bait held out there is small
chance of the proposed legislation fail
ing to pass. Or if the New Jersey
Legislature prove honest enough to
withstand this temptation there are
other States with legislatures venal
enough to jump at the bait offered.
How quickly such a scheme could have
been damned through at the late ses-
sion Of our own boss-ridden Legisla-
ture, which, as it was, mutilated our
corporation laws out of recognition
for a much smaller consideration.
According to the latest ruling OF
President Mckinley on the spoils ales-
ton, the United States Senators are to