New-York tribune., 1909-07-08
TRUST REMEDIAL LAW
ytT10N4L CORPOR4TIONS
ur Uickersham' Plan Strikes at
Holding Companies.

-, 7-Congress should cohlroi
-,riza+ion OF corporations ~ S,,i,,ered before
,1+,.ss according 10 an au1i 9ea " Wick
pu~siie9 ~ Isr Association by george W
the 9'a'e - General Of the United S'a'eS ~
,t Uirkersham treated me u uSS -,
>, .,naars TO the present hHt ~ - .t ,ac.
= ~ address being notable 'iieH' -,
llnll, IN fIat Congress should enact ia"
.,-,,-i5inR for nationally Cie3
rsrrv on interstate commerce - -. ,.b,cb
- I.-icEersbam sketched the ways oH NiCi
- nav regulate business OF 1oreiBh n. 90.
So I+bi, their boundaries, and advocated 'iia.
tons WIN" -. foreign corporation be vacated
nv, ny - ,.,, of its stock owned by any COM
- domestic or foreign, or II that amount Oe
came later so owned 49,. ,.,tr.Iizinr
sa,c, of 2 national law authorizing the ioInla-
- . -or-ors+ions to carry on interstate pusi-
- said Mr. Wickershaln but such Id"
er,. 10 be the inevitable result oil eCohoIiic 0o'i
ditions" -, ,.,..a1,,- fo1lovr
she rsrfrf tax on corporations. He trieo also 10
-,be se7a-ate states how they might controi
tbe business Of foreign corporations IN 'eii
Dealing with the citizenship anu staiiuine
corporations Mr.. Wickersham quoted oeclsio"S -
bov that they were not citizens in the meaning ol
- .a5a-el constitutional requirements that cltl-
.ens Of each state should be entitled 10 an t4e
privileges and immunities OF citizens OF 'ie oiii
states. that the power Of a state 10 prevent
fo,sirr cornoration from continuing 10 do business
a. - ,la correlatlye OF lis authority to prevent
,uch corporation from coming into the state tha'
,he state in passing these questions might tdhe
ooEnizance Of acts done elsewhere
The unlimited extent OF the power Of the states
,,--,iz.7 IN, the suprene Court" said Mr.. Wick
s-shsn1 is strikinEly illustrated by the decision
IN The case Of the Security Mutual Life insurance
Company agt Prewitt, where the consu'utonali's
o. statute Of Kentucky was upheld
The result of this decision is TO enable stare
to compel foreign corporation TO refrain from
rssortfng 20 the federal court in controversies
brought By or against ii or else 10 cease 10 90
business within that state
Dealing with the status OF corporations MI
Eickersbam said that they were persons who
,,,l5 he derived OF life liberty or property only
bv due process Of Law. He argued that the impo-
sition Of higher license fees on foreign than on
domestic corporations had been declared Voo- ne
,ointed out that In view of the cases Of the Ham
rnond Packing Company against the state or AT
kansas and others il might be safely asserted that
the only limitations the powers Of the states 10
exclude foreign corporations entirely from dong
business within their territory or 10 prescribe such
conditions as they might deem proper to the carry
ing on by them OF such business. were:
.Tbat the regulations so prescribed should not de-
prve the foreign corporations OF property without
due process OF law deny 10 them the eqnal pro-
lection Of the laws. and secondly, that such regu-
lstion shall not amount interference with m
forsts-e commerce or with other business OF feo-
eral nature"
The Attorney General dealt with specific statute
reouirernents IF various states as 10 capital in
crease Of corporations the requirement ny Foreign
oro-ations Of stock Of domestic public utility cor
orstions the possession Of realty and other similar
affairs
Much legislation has been enacted in various
states" he said. for the purpose OF preventing
t-lxts POOLS and combinations II restraint Of trade
such was the law unde-' consideration in the Ham
Tnond Packing Company vs. Arkansas. 22 T. >
Many of these acts are long, involved and abound
in in adiectives Some Of them have been mere
or less effective most OF them have proved ineffec-
tive as applied TO foreign corporations
1T has seemed that effective method
Of egelating on this subject would be = enact that
~ foreign corporation should be licensed to do
business within state II sc per cent OF its capital
stock or upward was owned held by any other
corporation. domestic or fe-egn: and that II AT any
tine after obtaining such q license more than -
per cent Of capital stock Of said corporation
should he acquired By another corporation th= IL
Should be ipso faGtO vacated
The uevfce OF the holding corporation is the only
thing which has made possible the ranid growth ot
tle great trusts and monopolies. ard prohibition
such that stated would go far toward their de-
struction.'