New-York tribune. [volume] (New York [N.Y.]) 1866-1924, 1902-03-11
LEGISLATION FOR TRUSTS.
A NATIONAL INCORPORATION ACT FA-
VoRED BY JAMES r. DILL.

Cambridge Mass. March 1o-James B. Dill. Of
Sew-York. this afternoon delivered an address on
National Laws for Trusts before the economic
department Of Harvard University. In intro
duclng his subject the speaker announced his be-
lief IN the desirabnity Of the enactment of ma
tonai incorporation act, as distinguished from
national control Of State created corporations be-
cause "the business OF the country demands uni
form corporate legislation. formulated upon the
good Of the country a whole. and not sectional
legislation. State against State"
Mr.. Dill defined trust" meaning "a cor
porate aggregation engaged IN business other than
merely local. with purposes and objects. not con-
fined in its operations and scope to the State OF its
creation" The trust so-calied. he continued. has
passed beyond the province Of mere academic dis
cussion. and not only America, but foreign coun-
tries well. begun to recognize and to real
lie the national force and the international power
of this movement After referring to the differ
ing views of those who desire to Hberaize the cor
.porstion laws and those who advocate the repres-
sion ana even the suppression OF the trust move
Inent. he said:
The safe principle. however, IS that the trust
problem IS rot the problem Of abohshing indus
trial combinations, but Of properly applying the
principles which they represent. The basis Of dis
Sussioh as 70 me ieg4t coIs s OF @
but utilization and control standing pari passu
ing that the trusts Of to-day are a force and a
power national in extent--national IN extent IN
of the original and acquired territory Of this
our States and possessions, and entering into com
petition with foreign countries and making rapid
also from the fact that their nan al roots extend
0Sn Snd Th2e 5 o 3Re so OF hs
trusts and combinations are innumer2ble.
Continuing. Mr.. Dill submitted as his first prop
POSITION trusts are q national force and have
.eoutgrown the confines of mere State legislation.
They are not only the creation Of legislation Of
limited geographical jurisdiction but IN many re
80 Si.ti % ne . MLtlh 4Frn i tba
exclusion of the courts OF the Gtates into which
iimmaferial that the visible tangible property Of
the foreign corporation is situated IN the State;
that. nevertheless, all questions as to the organ
,izaton Of the foreign corporations its corporate
functions VINO shall become its members, and what
their rights as members are matters relegated
TO the courts Of the State which created the or
stcckholder IN a South Dakota organization de-
courts interpreting the statutes of South Dakota.
We have the members and stockholders OF the
10 the courts of NeW-Jersey for determination Of
their rights stockholders interpreting the de-
cisions Of the legislature Of New-Jersey- We have
properties which are scattered throughout the
Ius se or de decd moded and stayed
by courts OF New-Jersey We have the United
TO determine Fundamental matters and RELOCATING
such matters back 10 the States.
Taking UP the question Of the influences OF public
opinion upon the trusts the speaker said:
Apart from the personal character of the officers
IN control, the great controlling influence upon the
Public opinion is Of two kinds: Uuformulated
wiz. that which IS created by discussion, by lit
public opinion-the stetutes-which. would nat
would be the highest form Of pubIic Option; but
to-day under our system Of state Hesitation that
public opinion IS the unformqlated public opinion
enid into statutes with the resulting Iimta-
tions OF State statutes.
Unformulated public opinion, Bir. Dill went on TO
Fay, is not confined locally, but IS national; and
public opinion ought to have court with jurisdic-
aion broad is that public opinion. He con-
sinued:
But there. IS to-day no forum where public
question of trusts feir ADVANTAGES or diSad
'rantages, their uses and abuses can be heard
INTO nationally enacted public law All ,,e OF
Tfons are RELOCATED back to the geographical
Limitation, to the financial rivalry and the po
suit thai south Dakota. west Virginia and other
OF ogg foTuas on pubic fhr 66non IN Se
shape Of z legislative law and statute which, in
Its resulting effect passes over and into the State
OF Massachusetts, relating 10 and affecting the
ch hUsettt % '-'' '-'-1e'-' '' 1''-'
From these considerations he drew the con-
cusion that public opinion formulated into statutes.
10 be of the highest efficiency and TO be freed from
evils Of subordination, even Of prostitution. must
be uniform among all the States and national in
extent. IN explaining why, in his opinion. uni
sormity of State legislation was impossible. the
speaker said:
Rivalry for business creates the legislative policy
onism and warfare against foreign corporations.
ers for SAFE The trend OF s5ate ' egslafion is to
enact laws with view TO procuring pecuniary re-
turns the State rather than upon sound prin-
sciples Corporate measures apt to be weighed
second upon political scales and finally if found
satisfactory by these tests. then sometimes by the
standard OF propriety and integrity.
states seek TO impart into their own scheme OF
other states which seem to have proved attractive
srevenue the State. Isolated provisions Of the
laws Of other States bodily adopted with the
statement that they are taken from the laws OF
smother State because they have proved attractive
of immediate financial returns: Of financial eX-
Dediency and resulting political desirability.
Dwelling the subject OF State warfare. Mr..
Dill said that States were expressly authorizing
corporations 10 do outside IF their borders what
they for reasons Of public safety refused allow
those corporations to do at home; and among other
illustrations Of this point he described detail
extraordinary powers recently conferred by the
State Of Connecticut upon a banking corporation
authorized under its charter 10 exercise those
powers only without the confines OF Connecticut.
After citing certain cases Of disputes between
States which We're ended by the Supreme Court
os the United States assuming jurisdiction over the
controversies relating 70 interstate commerce.
MR.. Dill declared that the corporations themselves
To-day perceived the advantages OF better laws
national IN origin. national in extent In setting
Forth the reasons why corporate control and regu-
Baton effective under the present system OF
State legislation. Mr.. DnI said:
State legislation is more easily controlled than
national State legislation can be managed more
quietly and more secretly than national legislation
Corporations to-day may organize under the laws
public discussion. affording-Ehat sometimes is de-
slreo-a retirement from the public gaze while
IAN sEecic statutes are being passed which funda-
mentally affect the entire corporate organization
ana fundamentally affect the rights Of stockholders
The managing editor or great daily might not
censure the news department, provided bill should