The Minneapolis journal., 1902-08-19
Substance of the Argument.

What then the attributes of artificial
individuality which pertain to this New Jer-
sey connection? Upon the face of the papers
they are very complete, but they are linn
tied by the general restriction in the New
Jersey corporation act, that the purpose or
purposes OF the incorporation must be law
full. We cannot impute to New Jersey the
intent to manufacture and export corpora
tions whose purposes, while lawful if sought
in New Jersey, would be unlawful:if sought
where the corpu1 ations are intended to ODer-
ate. Hence If the sole object Of
the Northern Securities company had
been to bring two northwestern rail-
roads under a single control, and II that
object had been stated in the papers filed by
the corporators, and if the object was IL
legal under the laws of the United States and
Of the northwestern states, We are entitled
to infer that the corporation would be illegal
in New Jersey itself, and that the attorney
general of New Jersey would bring an action
to annul the corporation. It is unnecessary,
however, to- trouble ourselves with the con-
struction Of the New Jersey statute, for New
Jersey can grant no privileges to be exer-
cised In other states against the laws or
policies Of those staes, or without their per-
mission expressed or implied Corporate
privileges must be exercised within the state
which grants them, unless they receive extern
sion elsewhere from some other sovereignty.
its sanction to some provision of the federal
constitution or statues, or to the consent ex-
pressed or implied, of the state within whose
limits the act occurs. No state can authorize
a combination of men to act as corpora
| ton within another state without that other
stae's consent; nor can any state give priv
| ileges which in the slightest degree obstruct
the policy of the national government in mat
ters of Interstate or foreign commerce. IT.
| then, congress wills that men shall not com
| bine to restrain competition in interstate com
merce, what possible authority can they OBJ
tain from any state to that end. whether by
| the particular form of license called an in
corporation certificate or any other? And il
Minnesota wills that men shall not combine to
| restrain competition in the local railway traf-
| fic of her own territory, what document can
| they obtain from official of New Jresey
which can lawfully be used to thwart their
| will? I know of none, if the will is properly
! expressed. His certificate is, after ALL but q
form OF words, and by form of words rule
| of policy can never be evaded -
This reasoning applies to the purchase o1
the stock of another corporation for control
as much as it does to any other power which
New Jersey is claimed by her corporation te
have given it. The right to purchase and per-
nanently hold stock in another corporation
is not one universally inherent. It depends
upon special grants, expressed or implied
while purchase for control requires express
permission. In order to sustain purchase
by one corporation Of stock In another, eact
of the two must have a special permit The
| purchasing body must have been given By
the state which incorporated it the specia
right to purchase stock. The body whose
stock is purchased must have been given b,
| the state which incorporated it the specia
right to have another corporation as stock
holder. Every state has undisputedly tn,
power to determine the qualifications OF mem
bership Of its own corporate progeny, as vel
as their right to apply for membership il
other similar bodies Hence when cor
i poration OF one state desires to hold ant
vote shares in a corporation Of another state
the concurrent permission Of both thes