The midland journal. (Rising Sun, Md.) 1885-1947, 1911-12-08

such a plan win be evolved. but sub
NIT that the discussions which have been
brought out In recent days by the fear
Of the continued execution Of the anti
trust law have produced nothing but gilt
tering generalities and have offered no
line OF distinction or rule of action as def
mite and as clear as that which the SUI
preme court itself lays down In enforcing
the statute.
Supplemental Legislation Needed--Ncf
Repeal or Amendment.
I see no objection--and indeed l can sec
decided advantages-in the enactment OF
a law which shall describe and denounce
methods of competition, which are unfair
and are badges of the unlawful purpose
denounced in the anti-trust law. The att
tempt and purpose to suppress competi-
tor by underselling him at a price so un-
profitable as to drive him out of business,
or the making of exclusive contracts with
customers under which they are required
to give up association with other manu-
facturers, and numerous kindred methods
for sitting competition and effecting mo-
nopoly. should be described with sufficient
accuracy in criminal statute on the one
hand to enable the government to short
en- its task by prosecuting single misde-
n1eanors instead of an entire conspiracy.
and, on the other hand, to serve the pur-
pose of pointing out more In detail to the
brsine community what must be
avoided
Federal Incorporation Recommended.
In a special message to congress on
January Z. 1910. ventured to point out
the disturbance to business that would
probably attend the dissolution OF
these offending trusts l said:
But such an investigation and pos
sible prosecution of corporal tons whose
prosperity or destruction affects the
comfort not only of stockholders but Of
millions of wr-e earners. employees,
and associated tradesmen must neces-
sarily tend to disturb the confidence or
the business community. TO dry up the
now flowing sources of capital from its
places of boarding and produce a halt
in our present prosperity that will
cause suffering and strained circum-
stances among the innocent many for
the fault of the guilty few. The ques-
ton which wish in this message to
bring clearly to the consideration and
discussion of congress is whether. in
order to avoid such possible business
danger. something cannot be done by
which these business combinations may
be offered a means. without great hnane
cial disturbance. of che nging the char
acter. organization and extent of their
business into one within the lines OF
the law under federal control and SUI
antitrust statute.
Generally, in the Industrial combi-
nations called Trusts the principal
business Is the sale of goods in many
states and in foreign markets; in other
words. the interstate and foreign BUSH
ness far exceeds the business done in
any one state This fact will justify
the federal government in granting
federal charter to such combination
to make and sell in interstate and for
eign commerce the products of useful
manufacture under such limitations az
will secure compliance with the anti
trust law. 1t is possible so to frame
a statute that while 1t offers protec-
ton to federal company against
harmful. vexatious and unnecessary
invasion by the states 1t shall subject
1t to reasonable taxation and control
by the states with respect to it's pure
ly local business.
Corporations organized under this
act should be prohibited from acquir-
ing and holding stock in other corpora
lions Except for special reasons, upon
approval by the proper federal author
ity), thus avoiding the creation under
national auspices OF the holding COM
pany with subordinate corporations in
different states which has been such an
effective agency in the creation of the
great trusts and monoDolies.
eff the prohibition of the antitrust
act against combinations in restraint
of trade is to be effectively enforced.
it Is essential that the national govern
ment shall provide for the creation OF
national corporations to carry on
Legitimate business throughout the
United States. The conflicting laws OF
the different states or the Union with
respect to foreign corpora tons makes
it di1scult If not impossible, for one
corporation to comply with their re-
quirements so as to carry on business
in a number of different states
Federal Corporation Commission Pro-
posed.
/ do not set forth in detail the terms
and sections of statute which might
supply the constructive legislation permit
ting and aiding the formation of combina-
lions of capital into federal corporations.
They should be subject to rigid rules as
to their organization and procedure, in
Guiding effective publicity, 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 we'll submit their pro-
posed plans for future business It must
be distinctly understood that incorpora-
ton under a federal law could not ex-
empt the company thus formed and its
incorporators and managers from prose-
cution under the antitrust law for SUBJ
sequent Illegal conduct, but the publicity
of its procedure and the opportunity for
frequent consultation as to the legitimate
purpose of its transactions would offer
it as great security against successful
prosecutions for violations of the law
as would be practical or wise.
Such a bureau or commission might
well be invested also with the duty al
ready referred to. of aiding the courts
In the dissolution and recreation of trusts
within the law. 1t should be an execu-
tive tribunal of the dignity and power OF
the comptroller of the currency or the
interstate commerce commission. which
now exercise supervisory power over inn
portant classes of corporations under fed
eral regulation
The drafting of such federal incorpor-
alton law would offer ample opportunity
to prevent many manifest evils in corpor-
ate management today, including ire
sponsibility of control in the hands Of
the few who are not the real owners.
Incorporation Voluntary.
recommend that the federal charters
thus to be granted shall be voluntary. at
laa af until exnerience iusfifies mandatory