Norwich bulletin., 1910-01-08


 for the protection of the minority stock holders in securing to them the best market for their stock l recommend that such prohibition be coupled with a proviso that it shall not operate to prevent any corporation which at the date of the passage of such act shall own not less than one-half of the en- tire issued and outstanding capital stock of any other railroad company from acquiring all or the remainder of such stock nor to prohibit any railroad company which at the date of the en- actment of the law is operating a rail- road of any other corporation under lease, executed for term of not less than twenty-five years. from acquiring the reyersionary ownership of the de- missed railroad. but that such provi- sions shall not operate to authorize or validate the acquisition. through stock ownership or otherwise. of a compet- ing line or interest therein in violation of the antitrust or any other law.
 ~Watering" of Railroad Stock.
 I recommend the enactment of law providing that no railroad corporation subject to the interstate commerce act shall hereafter for any purpose con nected with or relating to any part of it's business governed by said act issue any capital stock without previous or simultaneous payment to it of not less than the par value of such stock or any bonds or other obligations (except notes maturing not more than one year from the date of their issueI without the previous or simultaneous payment to such corporation of not less than the par value of such bonds or other obli- gations, or, if issued at less than their par value, then not without such pay ment of the reasonable market value of such bouds or obligations as ascer- tained by the interstate commerce com mission, and that no property. services or other thing than money shall be taken in payment to such carrier cor poration of the par or other required price of such stock, bond or other ob- ligation except at the fair value of such property, services or other thing as ascertained by the commission, and that such act shall also contain provi- sions to prevent the abuse by the i'm provident or improper issue of notes maturing at period not exceeding
 
 ner as to commit the commission to the approval of larger amount of stock or bonds in order to retire such notes than should Iegitimately have been re- quired-
 Such act should also provide for the approval by the interstate commerce commission of the. amount of stock and bonds to be issued by any railroad company subject to this act upon any reorganization pursuant to judicial sale or other legal proceedings in order to prevent the issue of stock and bonds to an amount in excess of the fair value of the property which is the sub feet of such reorganization.
 Tn addition to the foregoing amend ments of the interstate commerce law, the interstate commerce commission should be given the power, after a hearing. to determine upon the uni form construction of those appliances used by the trainmen in the operation of trains the defects and lack of uni formity in which are apt to produce accidents and injuries to railway train men.
 The question has arisen in the oper- ation of the interstate commerce em- ployers' liability act as to whether suit can be brought against the em- ployer company fn any place other than that of its home office. Process in such suit should be sufficiently serv- ed If upon the station agent of the company upon whom service is au- thorized to be made In ordinary ac- tions arising under state laws.
 Antitrust Law and Federal Ineorpora-
 ton.
 The increase in the capital of busi- ness for the purpose of reducing the cost of production and effecting econ omy in the management has become as essential in modern progress as the change from the hand tool to the ma chine. When, therefore, we come to construe the object of congress in adopting the so called sherman anti trust act" in 1890. whereby in the first section every contract, combination in the form of a trust or otherwise 0. conspiracy in restraint of interstate ol foreign Ecads or commerce is con demned as unla wful and made subjec to indictment and restraint by injunc ton and whereby in the second sec tion every monopoly or attempt to mo nopolize and every combination ol conspiracy with other persons 10 mo nopolize any part of interstate trade or commerce is denounced as iiie.a and made subject to similar punish ment or restraint, we must infer tha the evil aimed at was not the mere bigness of the enterprise. but it wal the aggregation of capital and plants with the express or implied intent tt restrain interstate or foreign com merce or to monopolize it in whole ol in part. A mere incidental restraint of trade and competition is not with in the inhibition of the act.
 It is possible for the owners Of { business Of manufacturing and selling useful articles of merchandise so tC conduct their business as not to vio late the inhibItions of the antitrust law and yet to secure to themselves the benefit of the economies of man agement and of production due to ths concentration under one control o1 large capital and many plants. Ii they use no other inducement than the