The San Francisco call., 1904-03-17
A CANADIAN MERGER.

| c,r;t;es Comnanv apped for and obtained Cana
dian charter Immediately after Governor Van SAINT
began the Minnesota suit against the merger IN 1902 1t
that this Canadian charter covers operations in
Canada and the United States
The Supreme Court, passing upon the constitution
aity of the interstate law, decided that Con-
gress had the power control interstate commerce by
such law The constitution says The Congress shall
have power to regulate with foreign nations
between the States and with Indian tribes
When the interstate commerce law was before Con-
gress it objected to an improper and excessive
exercise of this power inasmuch it proposed that
Congress should provide for the fixing regulation of
of transportation. Senator Bayard made very
able argument against the bill that ground claiming
that regulation did interference with rates
He used the impossbity OF regulating international
of transportation proof that such did not
reside in Congress- because the regulation must relate
the things all the particulars of interstate in
ternational and tribal commerce.
1t believed that his argument was correct state
of constitutional principles, but the Supreme Count
swept away by including transportation among the in
cdents of and the most important of them
ALL and by challenging the opponents of the law to file
bill of the particulars in which Congress could act in
regulating commerce if transportation left out.
With power transportation commerce is left
at the mercy of corporations engaged IN that business
They could so arrange entirely prohibit any
feature of interstate 1t would be at
Government
erfere in such case, and its interference must be d
rected removal of the obstruction AS this obstruc
ton would be found in the of transportation its
moval of necessity be in the form of regulating
rates SO the Senator's view of the law evaporaed in
the application of the power of Congress to and
regulate between the States.
These principles applied by the court III the
decision. This application need not wait for overt
act but is aimed the power to commit such act.
The existence of such power is inchoate ofense,
which the courts will prevent by destroying the
commit it.
The court having invalidated the American charter,
because implies power do something in violation of
the law, will be presented with very interesting
phase OF the question if attempt be made to the
prohibited power under foreign charter The Canadian
incorporation has been secured seemingly with the idea
that operation under it be reached by Ameri
| ceHrt = - s
In our view this is vain theory The municipal law
of the United States has exclusive jurisdiction here Any
that it forbids is legally prevenabe To that
an forbidden by law when done under American
charter cannot be forbidden when sheltered by for
egn charter is that the constitution itself
be set aside by such charter This is equivalent to say
ing that whole system of government is destructbe
by such process If foreign municipal law take prece-
dence soil Government is
without vgor authority.
How the issue may arise cannot be foreseen. 1t
may have to wait for An overt act referring foreign
charter its authority, the roads merged by such
charter may be denied the right of joint under
it, and by the proper writ be compelled to replace their
stocks in the possession of individual stockholders who
be forbidden exchange them for the certificates
the foreign corporation which may be outlawed ev-
dences of the ownership OF the property But however the
issue may appear, it is plain that American municipal law
will remain the supreme law of the land and incapable
of substitution by any extraterrtoral authority
|
OF Messrs Hill and Morgan dislike to surren-
der power which they graped at such great 1t is
forgotten that the Northern Pacific and Burlington
stocks secured by them at enormous prices which
they had pay majority control of the
roads necessary to make the merger and to make it eff
fecve They advised by the ablest lawyers in the
country that attack could only from the State
and when Governor Van SAINT ordered the Atto
ney General of Minnesota to begin action in the
courts of that State they easy victory and il
But when President Roosevelt ordered an actor
in the Federal they faced difficult propo
sition. The people may be assured that the re
of Federal law exhausted and will be
found quite equal any difficulty that is presented b,
| the Canadian charter.