The Bridgeport evening farmer., 1911-12-05

dcC dSd1USC COmUlHdtlOuS III IcStTulIt of trade is to be effectively enforced 1t is essential that the national govern ment shall provide for the creation of national corporations to carry on 1e- gitimate business throughout the Unit ed States. The conflicting laws of the different states of the Union with re- spect to. foreign corporations make il difficult, if not impossible, for one cor poration to comply with their require ments so as to carry on business in a number of different states.''
 renew the recommendation of the enactment of general law providing for the voluntary formation of cor porations to engage in trade and com merce among the states and with for eign nations. Every argument which was then advanced for such a law and every explanation which was at that time offered to possible objections has been confirmed by our experience since the enforcement of the antitrust stat ute has resulted in the actual dissolu- tion of active commercial organiza- tions.
 It is even more manifest now than it was then that the denunciation of conSpiracies in restraint of trade should not and does not mean the de nial of organizations large enough to be intrusted with our interstate and clear now than 1t was then that purely negative statute like the anti trust law may we'll be supplemented by specific provisions for the building up and regulation of legitimate na- tional and foreign commerce.
 Government Administrative Experts
 Needed to Aid Courts In Trust
 Dissolutions.
 The drafting of the decrees in the dissolution of the present trusts, with a view to their reorganization into le- gitimate corporations. has made it es- pecially apparent that the courts are not provided with the administrative machinery to make the necessary in- quiries preparatory to reorganization or to pursue such inquiries, and they should be empowered to invoke the aid of the bureau of corporations in determining the suitable reorganiza- ton of the disintegrated parts. The circuit court and the attorney general were greatly aided in framing the de cree in the tobacco trust dissolution by an expert from the bureau of corpora tions.
 Federal Corporation Commission Pro-
 posed.
 I do not set forth in detail the terms and sections ofa statute which might supply the constructive legislation per hitting and aiding the formation of combinations of capital into federal corporations. They should be subject to rigid rules as to their organization and procedure, including effective pub- licity, and to the closest supervision as to the issue of stock and bonds by an executive bureau or commission in the department of commerce and labor, to which in times of doubt they might well submit their proposed plans for future business. It must be distinctly understood that incorporation under federal law could not exempt the com pany thus formed and it's incorporators and managers from prosecution under the antitrust law for subsequent H. legal conduct. but the publicity of it's procedure and the opportunity for ire quent consultation with the bureau or commission i,l charge of the incorpora- hon as to the legitimate purpose of its transactions would offer it as great se- curity against successful prosecutions for violations of the law as would be practical or wise.
 Such a bureau or commission might we'll be invested also with the duty already referred to of aiding courts | in the dissolution and recreation of trusts within the law. It should be an executive tribunal of the dignity and power of the comptroller of the cur rency or the interstate commerce com mission, which now exercises supervis- ory power over important classes of corporations under federal regulation.
 The drafting of such a federal in- corporation law would offer ample op- portunity to prevent many manifest evils in corporate management today, including responsibility of control in the hands of the few who are not the real owners.
 Incorporation Voluntary.
 recommend that the federal char ters thus to be granted shall be volun- tary, at least until experience justifies mandatory provisions. The benefit to be derived from the operation of great businesses under the protection of such a charter would attract all who are anxious to keep within the lines of the law. Other large combinations that fail to take advantage of the federal incorporation will not have right to complain if their failure is ascribed to unwillingness to submit their transac- tions to the careful official scrutiny, competent supervision and publicity attendant upon the enjoyment of such a charter. Only Supplemental Legislation Needed.
 The opportunity thus suggested for federal incorporation, it seems to me, is suitable constructive legislation needed to facilitate the squaring of great industrial enterprises to the rule of action laid down by the antitrust law. This statute as construed by the supreme court must continue to be the line of distinction for legitimate busi- ness. It must be enforced unless we are to banish individualism from all business and reduce it to one common