Gilpin observer., 1911-12-07

tegrating parts. The circuit court
and the attorney general were great
ly aided In framing the decree In the
tobacco trust dissolution by an ex-
pert from the bureau of corporations.
Federal Corporation Commission Pro
posed.
do not set forth in detail the terma
and sections of statute which, might
supply the constructive legislation per-
mitting 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
we'll 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 its incorporators
and managers from prosecution under
the ANTITRUST law for subsequent lille
gal conduct, but the publicity Of its
procedure and the opportunity for fire.
quent consultation with the bureau or
commission in charge of the incorpora-
tion as to the legitimate purpose Of its
transactions would offer 1t as great se-
curity 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 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 important classes of corporations
under federal regulation.
The drafting of such federal incor-
poration law would offer ample oppor-
tunity to prevent many manifest evils
in corporate management today. In
cluding responsibility Of control in
the hands of the few who are not the
real owners.
Incorporation Voluntary.
I 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
hn Iiv,a
OF the 1aw. Other large combinations
that fail to take advantage of the fed
eral incorporation will not have q
right to complain II their failure 10
ascribed to unwillingness to submit
their transactions to the careful scru-
tiny, competent supervision and pub
licity attendant upon the enjoyment
Of such charter.
Supplemental Legislation Needed.
The opportunity thus suggested for
federal Incorporation, 1t 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 Is construed by
the Supreme court must continue to
be the line of distinction for legiti-
mate business. II must be enforced.
unless We are to Danish individualism
from all business and reduce 1t to one
common system OF regulation or con-
troll OF prices like that which now pre-
walls with respect to public utilities.
and which when applied to all busi-
ness would be long step toward state
socialism.
Importance Of the Antitrust Act.
The antitrust act is the expression
of the effort OF freedom-loving peo-
pie to preserve equality OF opportun-
ity. It is the result OF the confident
determination of such a people to
maintain their future growth by pre-
serving uncontrolled and unrestricted
the enterprise of the individual. his
ingenuity. his intelligence and his IN
dependent courage.
For twenty years or more this stat
ute has been upon the statute book.
All knew of its general purpose and
approved. Many of its vioiators were
cynical over its assumed impotence.
1t seemed impossible OF enforce
ment.. Slowly the mills OF the courts
ground. and only gradually did the ma
jesty Of the law assert itself. Many
Of its statesmen-authors died before It
became a living force. and they and
others saw the evil grow which they
had hoped to destroy. Now. its effi-
cacy is seen; now its power Is heavy;
now Its object is near achievement.
Now we hear the call for its repeal on
the plea that It interferes with busi-
ness prosperity. and We are advised in
most general terms how. by some
other statute and in some other way.
the evil we are just stamping out can
be cured. II we only abandon this work
OF twenty years and try another ex-
pertinent for another term OF years.