The Yale expositor., 1910-01-14
.ble or can be introduced into tire stat

| dence OF business sagacity and success,
and that they were denounced In this ACT
| 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
| able business, we may we'll facilitate a
| change by them In the method OF do
| ing business. and enable them to bring II
back into the zone of lawfuiness, without
| losing to the country the economy or
| management by which, in our domestic
trade the cost of production has been
materially lessened, and In competitioN
with foreign manufacturers our foreigD
| trade has been greatly increased.
Asks National Corporation Law.
| 1T therefore recommend the enactment
by congress OF general law providing.
| for the formation of corporations to en-
gage in trade and commerce 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 u
law should provide for the issue OF stock
of such corporationas to an amount equal
only to the cash paid In on the stock;
and IL the stock be issued for property,
then at fair valuation ascertained UNI
der approval and supervision OF federal
authority after a full and complete dis
closure of all the facts pertaining to the
value of such property and the interest
therein of the persons to whom IL 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 i'm
posed by the states within which 1t may
be situated upon other similar property
located therein. and II should require
such corporations to file full and COM
plete reports of their operations with the
department of commerce and labor at
under this act should be prohibited from
acquiring and holding stock I'm other cor
porations Except for special reasons upon
ity), thus avoiding the creation, under
national auspices, of the holding company
: with subordinate corporations In different
agency in the creation of the great trusts
| and monopolies.
State Laws Conflict.
'If the prohibition of the antitrust act
| against combinations in restraint OF trade
| is to be effectively enforced. IL Is essen-
| tial that the national government shall
| provide for the creation of national cor
| porations TO carry on legitimate busi-
| conflicting laws of the different states OK
| the union with respect to foreign corpora
| tons make 1t difficult, II not impossible,
| for one corporation to comply with their
requirements so as to carry on business
in number OF different states.
ITO the suggestion that this proposal OF
federal incorporation for industrial com
binations is intended to furnish them
refuge in which TO continue industrial
business under federal protection. 1t
should be said that the measure contem
plated does not repeal the Sherman anti
trust law and is not to be framed so as
10 permit the doing OF the wrongs which
1t is the purpose OF that law to prevent,
but only to foster a continuance and ad-
vance of the highest industrial efficiency
without permitting Industrial abuses.
such a national incorporation law will
that trusts should be completely broken
up and their property destroyed 1t will
be opposed, second, by those who doubt
the constitutionality Of such federal in
corporation and even II IL is valid, object
to 1t as too great federal Capitalization.
II will be opposed. third. by those who
will insist that a mere voluntary incor-
poration like this will not attract to Its
assistance the worst of the Offenders
against the antitrust statute and who
will therefore propose instead OF It 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-
tons and ii 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; that where it APP
pears that the acquisition and concen-
tration of property go to the extent OF
creating a monopoly of substantially and
1t 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
ernmen of state corporation now vio-
lating the Sherman act. But 1t is not
and should not be, the policy of the gov
eminent to prevent reasonable concen-
tration OF capital which is necessary to
the economic development of manufac-
ture, trade and ccSnmerce.
May Doubt Consttutonality.
"Second-There are those who doubt tho
constitutionality of such federal incorpor-
alton. The regulation OF interstate and
foreign commerce is certainly conferred
in the fullest measure upon congress, and
II for the purpose of securing in the most
thorough manner that kind OF regulation
congress shall insist that il 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
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 i'm prosecu-
tions 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 tho 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 i'm violation of the
federal statute, and thus incur the pen
alties of contempt and bring on an in
evitable criminal prosecution of the indi-
viduals named in the decree and their as
sociates: or
Third, they must reorganize and ac-
cept in good faith the federal charter I
suggest a federal compulsory license law
urged as n substitute for n federal ncor-
poration law, is unnecessary except to
reach that kind of corporation which by
virtue of the considerations already adj
vanced, will take advantage voluntarily
/ H..