The Miller press. [volume] (Miller, S.D.) 190?-current, 1910-01-13
BILE or can be introduced into the stat

I'm considering violations of the anti
trust law we ought, of course, not 70
methods OF carrying on business which
before Its passage were regarded as eNf-
dence Of business sagacity and success,
and that they were denounced In TINS ~
not because of their intrinsic immorai-
ity, but because Of the dangerous re-
suits toward which they tended. the con
centration of industrial power in the
hands of the few. leading to oppres-
sion and injustice. In dealing, therefore,,
with many of the men who have used
the methods condemned by the statute
for the purpose of maintaining a pront-
able business, We may well facilitate q
change by them in the method OF do
back into the zone of lawfulness, without
losing to the country the economy OF
management by which,, in our domestic
trade the cost of production has been
materially lessened, and in competition
with fosaign manufacturers our foreign
trade has been greatly increased.
Asks National Corporation Law.
81 therefore recommend the enactment
by congress Of a general law providing
for the formation OF corporations TO en-
gage in trade and among the
states and with foreign nations, protect
ing them from undue interference by the
states and regulating their activities so
as to prevent the recurrence, under ma
tional auspices, of those abuses which
have arisen under state control. Such a
law should provide for the issue OF STOCK
Of such co~rporationas to an amount eQnai
only to the cash paid In on the stock;
and IL the stock be issued for property.
then at a fair valuation ascertained un,
der approval and supervision or federal
closure of all the facts pertaining to the
value of such property and the interest
therein of the persons to whom IT Is
proposed to issue stock in payment OF
such property. 1t should subject the real
and personal property only OF such cor
~porations to the same taxation as ini-
posed by the states within which II may
be situated upon other similar property
located therein, and IL should require
such corporations to file full and conf
plete reports of their operations with the
department of and labor at
regular intervals. Corporations organized
under this act should be prohibited from
acquiring and holding stock In other corr
porations Except for special reasons upon
approval by the proper federal author
ity), thus avoiding the creation, under
national auspices, CT the holding company
states which has been such an effective
agency in the creation of the great trusts
and m%onopolies.
State Laws Conflict.
eff the prohibition Of the antitrust act
against combinations in restraint OF trade
is to be effectively enforced, 1t Is essen
tial that the national government shall
provide for the creation Of national cor
porations to carry on a legitimate Slsi-
ness throughout the United States. The
conflicting avs Of the different states of
the union with respect to foreign corpora
tions make II difficult, II not impossible,
for one corporation to comply with their
requirements so as - carry on business
in a number of different states.
ITO the suggestion hat this proposal OF
federal Incorporation for industrial com
binations is Intended to furnish them a
refuge in which to continue industrial
business under federal protection. 1t
should be said that the measure conten-
plated does not repeal the Sherman anti
trust law and Is not to be framed so as
to permit the doing Of the wrongs which
IT is the purpose Of that law to prevent,
vance of the highest industrial efficiency
without permitting industrial abuses.
such a national Incorporation law will
be opposed, first, by those Who believe
up and their property destroyed. 1t will
be opposed, second, by those who doubt
the constitutionality of such federal in
corporation and even II 1t is valid, object
to IL as too great federal Capitalization.
1t will be opposed, third, by those who
will insist that a mere voluntary incor-
p~oration like this will not attract to its
assistance the worst Of the Offenders
against the antitrust statute and who
will therefore propose instead of ii a sys-
tenn of compulsory licenses for all feder-
al corporations engaged In interstate
business.
Let US consider these objections in
their order. The government is now try
ing to dissolve some of these combina-
tions and it is not the intention OF the
government to desist in the least degree
in its effort to end these combinations
which are to-day monopolizing the COM
merce of this country; hat where II APP
pears that the acquisition and concen-
tration Of property go to the extent OF
creating a monopoly of substantially and
directly restraining interstate commerce,
IL is not the intention of the government
to permit this monopoly to exist under
federal incorporation or to transfer to
the protecting wing of the federal gov
prnmpn OF q state corporation now ViO-
lating the Sherman act. But ii is not,
and should not be, the policy of the gov
tration of capital which is necessary to
the economic development of manufac-
ture, trade and
May Doubt ConstitutionaIity.
"Second-There are those who doubt the
constitutionality of such federal incorpor-
alton. The regulation of interstate and
foreign commerce is certainly conferred
in the fullest measure upon congress-, and
IL for the purpose OF securing in the most
thorough manner that kind of regulation,
congress shall insist that ii may provide
and authorize agencies to carry on that
commerce, 1t would seem to be within its
power, this has been distinctly affirmed
with respect to railroad companies doing
an interstate business and interstate
bridges. The power of Incorporation has
been exercised by congress and upheld
by the supreme court in this regard.
Why, then, with respect TO any other
form of interstate commerce like the sale
of goods across state boundaries and into
foreign countries, may the same power
not be asserted? Indeed, Ii is the very
fact that they carry on interstate COM
merce that makes these great industrial
concerns subject to federal prosecution
and control. How far as incidental TO
the carrying on of that commerce IL may
be within the power of the federal gov
eminent to authorize the manufacturer OF
goods, is perhaps more open to discus
sion, though a recent decision of the SUI
preme court would seem to answer that
question in the affirmative.
The third objection, that the worst Of
tenders will not accept federal ~incorpora-
ton, is easily answered. The DEGREES OF
injunction recently adopted in prosecu-
tons under the antitrust law are so
thorough and sweeping that the corpora
lions affected by them have but three
courses before them:
First, they must resolve themselves
into their component parts in the differ
ent states, with a consequent loss to
themselves of capital and effective organ
ization and to the country of concen-
trated energy and enterprise; or second,
In defiance of the law and under some
secret trust they must attempt to con-
tinue their business In violation Of the
federal statute, and thus incur the PEN
alties of contempt and bring on an in
evttab,e criminal prosecution Of the indi-
viduals named in the decree and their as
sociates; or
Third, they must r~eorganize and ac-
cept in good faith the federal charter 7
suggest a federal compulsory license law