New-York tribune., 1910-02-07
Administration

by President Taft, will be introduced In
Congress tomorrow. probably by Sen
ator Clark, of Wyoming, and Represen-
tative Parker. of New Jersey. chairmen'
respectively, of the Senate and House
committees on the Judiciary The 1nai
draft. an outline of which follows. differs
materially from the earlier drafts ana
represents several months of study py
the President and his Cabinet.
No corooration formed under the terms
Of the proposed act will be permitted to
purchase. acquire or hold stock in any
other corooration; nor could any corpo-
ration organized under the act, or under
the laws of any state or foreign country
for the purpose Of or engaged in. any
like business acquire or hold the stock
Of a corporation formed under this act;
and no such corporation would be per-
nitted to have banking powers
FORFEITURE OF CHARTER
Forfeiture of charter may result # any
corporation organized under the act snail
enter into any contract or combination
or engage in any conspiracy against IN
terstate or foreign trade or commerce, or
shall n1onopoIize or attempt to nonopo-
Iize any part thereof contrary to the
provisions of the Sherman act, or shall
otherwise violate the laws OF the Oni'eo
States. The charters of all corporations
are made subject to alteration. suspen'
sion or repeal by Congress. The Attor-
ney General is empowered to bring ror-
feiture proceedings and the court may
appoint receiver
Annual reports must be fled Win Inc
Bureau of Corporations, and the Com
missioner may call for special reports
Ten davs after the declaration of any
dividend a financial statement showing
the amount of net earnings must De
filed with the Commissioner of Corpora
ticns.
Al least a majority of the directors
of the corporation are required at All
times to be citizens Of the United states
and bona f1de residents therein
STOCK PAYMENTS
Stock may be paid for in cash or IN
property, but every certificate OF STOCK
issued in payment for property must
contain a statement that it is so issued
and before any stock is so issued a fuil
statement sworn to by majority Oh
the board of directors. must be filed III
the Bureau of Corporations, giving
ful1 description of the property, the
number of shares to be issued III Pay
nent therefor and whether such shares
are 10 have par value or not the
names and addresses OF the YenderS OF
the property the statement OF their con-
nectfon. If any, with the company; tne
terms of any agreement, verbal or witt
ten. with respect to the transfer OF the
oropertv: full details as 10 price; all
amounts paid or to be paid TO each VEN
der and if the venders are directors
of the corporation or stockholders
statement of the price paid or agreed
to be paid by them for the property 10
he sold TO the corporation, and where
the stock 10 be issued for such payment
has q par value there must be filed N
the Bureau of Corporations an appraise-
r7ent of the value of the property py
two disinterested appraisers, approved
+, writing by the Commissioner. VINO
may also appoint other appraisers.
No stock with a par value may be is
s7,ed in payment FOR property purchased
or acquired by the corporation 10 an
amount in par value exceeding the
value approved by the Commissioner
after such appraisement.
provisfons are made fer the increase
or decrease of the capital stock OF
cornoration and for other amendments
~ the articles Of association by vote OF
+uro-thirds Of the stockholders Of the
oornoration. On a similar vote the cor
,,ora+ion may borrow money, issue
hcnds and mortgage property OF confer
~, +ha holder Of any bond or obligation
the right TO convert the principal after
fve wears from date of the bonds into
stock of the corporation of a desig-
mated class
The approval of the Commissioner OF
| Coronation must be obtained before
The rapjtal stock can be increased TO the
! amount necessary 70 provide for such
| conversion, and this right shall not be
| c,i,,en unless the bonds are issued or
! sold at mar or upward. or if for less
| than par then for not less than their
reasonable market value as ascertalned
| I,v the Commissioner.
! MAY APPOINT RECEIVERS
| Whenever corporation shall fail 70
! nav anv written obligation at maturity
/ or II snv execution against its property
| shall he returned unsatisfied, the Com
! missioner of Corporations shall appoint
| spsoisl agent to examine into its con-
/ d;tiors. II this agent reports that the
/ corporatior7's condition is SO unsound as
! ~ make its continuance in business con-
! t-srv to public welfare. the Conmis-
! sioner may appoint receiver with the
usua, powers of chancery receivers
! Within thirty days the corporation may
| anplx 20 the nearest United States court
! for an Injunction and the court may dis
charae the receiver and enjoin the cor
! norstion's interests from further pro-
/ ceedinss.
The real and personal property of cor
norations are TO be subject to state
/ county and municipal tax. Incorporation
/ fees are 10 be ~aid amounting 10 one
! tenth OF / per cent OF the total capita
nm 10 10000. 900; twentieth OF / pei
can't from Sl0,0O0.000 u $4,000, 900. anc
- - lew. x1 n0n O0O of canifaI in ax