The sun., 1910-02-15
DEFENDS CORPORATION BILL
WICKERSHAM TRIES TO MAKE
ITS PURPOSE PLAIN.

the Clauses In Regard % the Forfeiture Or |
Charters, re Asserte. Substantially |
tho same as the Provision Existing In
the Cooperation Law oR This state. |
WASHINGTON. Feb. ll.-While the Ad- |
ministration has indicated rather plainly |
that there is no present intention OF
trying TO push the Federal incorporation |
bill through Congress at this session. |
II became apparent to-day that 1t does
desire to dissipate what IL regards as
u misconception Of the bill that has arisen
in many parts OF the country. Attorney
General Wickersham. who drafted the
bin and who has expressed the view on
several occasions that IL offers the best
solution OF a difiicult and pressing legis-
lative problem, prepared q memorandum
which was given out to-day. explain
ing some OF the points in the measure
which he thought were misunderstood.
The Attorney General attempts to
clear up the meaning OF the clauses in
regard to forfeiture Of charters by cor
porations which trsnsgress the laws.
One clause to which there has been much
objection provides that the charter OF
every corporation formed hereunder
shall be subject TO alteration, suspension
aud repeal in the discretion OF the Congress
and the Congress may at pleasure dis
solve any such corporation
In his memorandum Mr.. Wickersham
says. that substantially the same pro-
vision exists in the New York general
corporation law. section $50 OF which
reads as follows: The charter OF every
corporation shall be subject to alteration,
suspension and repeal in the discretion
OF the Legislature,
The second forfeiture clause OF the
Federal incorporation bill says;
This act may be amended or repealed at
the pleasure OF the Congress. and every
CORPORATION created under this act shall
be bound by such amendment, but such
amendment or repeal shall not take away
or impair any remedy against such cor
pora ton or its officers for any liability
which shall have been previously incurred.
This act and all amendments thereof shall
be a part OF the charter OF every corporation
formed hereunder. except 50 far as the
same are inapplCable and Inappropriate
to the objects of such corporation.
In defence Of this clause the Attorney
General points out that substantially the
same provision is contained in the laws
Of every State and in the Constitutions OF
many Of them In New York. he said.
Article VI1I.. section 4. OF the Constitu-
ton provided for the formation OF cor
porations under general or special laws
and declares that all general and special
acts passed pursuant to this section may
be altered from time to time or repealed.
| In the application OF this provision the
Attorney General showed that the New
| York Court OF Appeals held that the repeal
- "a Na..f
operate to forfeit its property and that
all valid liens upon such property made
previous to the repeal OF such charter
remained intact.
The other forfeiture clause OF the pro-
posed Law provides that in case corpora
ton organized in compliance with it shall
enter into n combination in restraint OF
trade contrary 70 the Sherman arbitration
law. -its charter shall be forfeited and
the Attorney General may bring proceed
ings to enforce such forfeiture. and in
such proceedings the court may appoint
q receiver OF the property.
| 1T was not the intention OF the Admin
istration in causing this strt to he intro
| duced- the Attorney General says. TO
provide a refuge for trusts nor through
| It's enactment TO repeal the Sherman law
| The President pointed out in his special
message Of January that the purpose Of
the Incorporation bill was TO provide for
the granting Of a Federal charter to an
| industrial combination TO make and sell
in interstate and foreign commerce the
products Of useful manufacture under
such limitations as will secure a com
pliance with the antitrust law
Further along in the same message Mr..
Taft said:
| To the susxestion that this proposal OF
| Federal incorporat ion for industrial COM
binstiOns is intended 10 furnish them Q
! refuge in which to continue industrial
abuses under Federal protection il should
! be stated that the measure contem plated
does not repeal the sherman antitrust Law
and Ia not TO be framed 30 as to permit the
doing OF the wrongs which IL In the purpose
| of that law to prevent but only TO foster a
| continuance and advance OF the highest
Industrial efficiency without permitting
industrial abuses, ..-.....
According to the explanation OF Mr.
Wickersham the bill a. framed. while
ssOTdiHg effective remedy 70 the Govern
ment to prevent violation OF the Sherman
law safeguar rds also the legitimate inter-
ests Of corporations by providing for
hearings in court. 30 that corporations
! shall have opportunity OF submitting any
facts or circumstances tending to show
that they have not violated the anti
trust law.
In reference 10 the complaint that the
Commissioner Of Corporations under the
| proposed law would have vast discretion
ary powers over corporations the At
| torney General says that those powers
would be much like those exercised by the
Comptroller OF the Currency under the
national banking act.
The existence OF the great power
vested by tho banking law in the Comp
troller.- says Mr.. Wickersham. has never
| been abused and no general complaint has
ever been made OF either the existence
| or the exercise OF such power. There is no
reason why similar results should not be
| attained with a commissioner OF CORPORA
! tions, particularly as his acts will be sub-
| iect TO review by the chief OF the depart
Inent under which his bureau exists,
namely the Secretary Of Commerce and
labor, and also the President OF the
| United States