Eagle River review. [volume] (Eagle River, Wis.) 1890-1927, 1910-02-11
REGULATION OF
CORPORATIONS
IN IAFT'S BILL
MEASURE, PREPARED BY EXPERTS,
AIMED AT ILLEGAL COMBINES,
MADE PUBLIC.
WILL STAND ANY COURT TEST.


administration bill providing for federal
Incorporation of corporations engaged in
Interstate commerce was presented in
both branches of Congress today. The
introductions were made by Senator
Clark of Wyoming and Representative
Parker of New Jersey. chairman respect
lively of the Senate and House commit
tee on judiciary.
In the House, reference of the bill to
the judiciary committee was made with
out objection, but In the Senate, Mr..
Newlands opposed the second reading OF
the bill and gave notice that on tomor-
row he would ask to have 1t referred to
the committee on interstate commerce.
Mr.. Clark stated that the measure in
volved legal points which only the jul
dietary committee could deal with prop
erly.
No corporation in the United States
will be permitted to purchase, acquire or
hold stock in any other corporation, ac-
COrding to the bill to provide for the Tor
nation of corporations to engage III inter-
state and international trade and com"
merce. This applies to corporations or
ganized under the act or under the laws
of any state or foreign country Nor
shall any of these corporations have
banking powers.
This bill represents the combined
thought and work during several months
past of Attorney General Wickersham,
President Taft and the rest of his cabinet
advisers. AS result of frequent cabl~
net meeting discussions of the bill, the
present draft differs greatly from that
originally presented by Attorney General
Wickersham to the Presidents consider
alton. The President believes that the
careful consideration given to the Dill
by trained lawyers of his cabinet mas
produced a measure that will stand the
test both of congressional discussion ana
of supreme court decision.
Forfeiture of charter may result II any
corporation organized under the act shall
enter into any contract or combination or
engage in any conspiracy against inter
state or foreign trade or commerce, or
shall mOnopolize or attempt to mOnOpo-
lie any part thereof contrary to the
provisions Of the Sherman act, or shall
otherwise violate the laws of the United
States. The charters of all corporations
are made subject to alteration, suspen-
sion or repeal by Congress. The attor-
ney general is given power to bring for
feiture proceedings and the court may
appoint a receiver.
Annual reports must be filed with the
bureau of corporations and the commits
sioner of the bureau may call for special
reports. Ten days after the declaration
of any dividend a financial statement
showing the amount of net earnings
must be filed with the commissioner of
corporations.
At least majority Of the directors Of
the corporation are required at all times
to be citizens of the United States and
bona flde residents therein Stock may
be paid for in cash or in property, but
every certificate of stock issued in pay
ment for property must contain a state
ment that it is so issued and before any
stock is so issued a full statement, sworn
to by majority of the board of directors,
must be filed in the bureau of corpora
fnr%h f11n Of
the property, the number of shares to be
issued in payment therefor and whether
such shares are to have par value or
not; the means and addresses of the yen
doris of the property, the statement of
their connection, if any, with the COM
pany; the terms of any agreement, YER
bal or written, with respect to the trans
fer of the property; full details as to
price; all amounts paid or to be paid to
each vendor; and if the vendors are di-
rectors of the corporation or stockhold-
ers, a statement of the price paid or
agreed to be paid by them for the prop
erty to be sold to the corporation; and
where the stock to be issued for such
payment has par value, there must be
filed in the bureau Of corporations an APP
praisement of the value of the property
by two disinterested appraisers, approved
in writing by the commissioner, who may
also appoint other appraisers.
No stock with a par value may be is
sued in payment of property purchased
or acquired by the corporation to an
amount in par value exceeding the value
approved by the commissioner after such
appraiSement.
Provisions are made for the increase
or decrease of the capital stock of q
corporation and for other amendments
to the articles of association by vote
of two-thirds of the stockholders of the
CORPORATION. On similar vote the cor
poration may borrow money, issue bonds
and mortgage property or confer upon
the holder of any bond or obligation the
right to convert the principal after five
years from date of the bonds into stock
Of the corporation of a designated class.
The approval of the commissioner of
corporations must be secured before the
capital stock can be increased to the
amount necessary to provide for such
conversion. and this right shall not be
given unless the bonds are issued or
sold at par or upwards, or if for less
than par, then for not less than their
reasonable market value as ascertained
by the commissioner.
Whenever corporation shall fail to
pay any written obligation at maturity
or if any execution against its property
shall be returned unsatisfed, the COM
missioner of corporations shall appoint
a special agent to examine into its con-
dition. If this agent reports that the
corporations condition is so unsOund as
to make it's continuance in business con-
trary to public welfare, the commissioner
may appoint q receiver with the usual
powers of chancery receivers. Within
thirty days the corporation may apply to
the nearest United States court to en-
join proceedings and the court may dis.
charge the receiver and enjoin the cor
poration's interests from further pro-
ceedings.
The real and personal property Of cor
poratons are to be subject to state,
county and municipal tax. Incorpora.
ton fees are to be paid amounting to
one-tenth of / per cent. of the totaI
capital up to $10,OOO,OO0; one-twentieth