The Birmingham age-herald., 1911-12-06
PRESIDENT TAFT SENDS HIS
 MESSAGE TO CONGRESS

INuDlUGNl lhEl DuNUu ulD
 MESSAGE TO CONGRESS CONTINUED FROM PAGE a) 
 combination to make and sell in inter- state and foreign commerce the products of useful manufacture under such limita- tions as will secure a compliance with the l antitrust law, It Is possible so to frame a statute that while 1t offers protection to
 federal company against harmful vex- atious and unnecessary invasion by the states. it shall subject it to reasonable l taxation and control by the states with respect to it's purely local business. ' Corporations organized under this act should be prohibited from acquiring and holding stock in other corporations (ex- cept for special reasons, upon approval by the proper federal authority) thus avoid ing the creation under national auspices of the holding company with subordinate corporations In different states, which has
 been such an effective agency in the cre-
 ation of the great trusts and monopolies.
 If the prohibition of the antitrust act
 against combinations in restraint of trade
 is to be effectively enforced, it is essen
 tial that the national government shall
 provide for the creation of national cor
 porations to carry on a legitimate busl-
 ness throughout the United States. The
 conflicting laws of the different states of
 the union with respect to foreign corpora
 tions make 1t difficult, if not impossi-
 ble, for one corporation to comply with
 their requirements so as to carry on bus
 mess in a number of different states.' renew the recommendation of the en- actment of a general law providing for the voluntary formation Of corporations to engage in trade and commerce among the states and with foreign nations. Ev- cry argument which was then advanced for such law, and every explanation which was at that time offered to possi- ble objections, have been confirmed by our experience since the enforcement of the antitrust statute has resulted in the ac- tual dissolution of active commercial or ganizations.
 It is even more manifest now than it was then that the denunciation of con- spiracies in restraint of trade should not and does not mean the denial of organiza- tions large enough to be intrusted with our interstate and foreign trade. It has been made more clear now than it was then that a purely negative statute like the antitrust law may well be supple mented by specific provisions for the building up and regulation of legitimate
 national and foreign commerce.
 Government Administrative Experts
 Needed to Aid Courts in Trust Dis
 solutions
 The drafting of the decrees in the disso-
 tuition of the present trusts with a view
 to their reorganization into legitimate cor
 porations has made 1t especially apparent
 that the courts are not provided with the
 administrative machinery to make the
 necessary inquiries preparatory to reor-
 ganization, or to pursue such inquiries,
 and they should be empowered to invoke
 the aid of the bureau of corporations in
 determining the suitable reorganization
 of the disintegrated parts. The circuit
 court and the attorney general were
 greatly aided in framing the decree in the
 Tobacco Trust dissolution by an expert
 from the bureau of corporations.
 Federal Corporation Commission Pro-
 Posed
 I do not set forth in detail the terms
 and sections of a statute which might
 supply the constructive legislation permit
 ting and aiding the formation of combi-
 nations of capital into federal corpora
 tions They should be subject to rigid
 rules as to their organization and proced-
 ure, including 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 Com
 merce and Labor, to which in times Of
 doubt they might well submit their pro- posed plans for future business. It must
 he distinctly understood that incorpora-
 ton under federal law could not exempt the company thus formed and it's incor- porators and managers from prosecution under a federal law for subsequent He gal conduct, but the publicity of its pro cedure and the opportunity for frequent consultation with the bureau or commits sion in charge of the incorporation as to the legitimate purpose of its transactions | ritx upa successful prosecutions for violations or the law as would be practical or wise. Such a bureau or commission might we'll be invested also with the duty already re- l ferred to, of aiding courts in the dissoiu-
 ton and recreation of trusts within the law It should be an executive tribunal or the dignity and power of the comptrolier of the currency or the Interstate com merce Commission, which now exercise sh- pervisory power over important classes or corporations under federal regulation. The drafting of such federal incorpora- tion law would offer ample opportunity to prevent many manifest evils m cor porate management to day, including IT, responsibility of control in the hands or the few who are not the real o"iers' Incorporation Voluntary
 T recommend that the federal charters thus to be granted shall be voluntary, a' least until experience justifies mandatory provisions. The benefit to be derived from the operation of great business under the protection of such 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 failure is inscribed to unwillingness to sunmit ther transactions to the careful oniciai scrutiny, competent supervision and pup
 licity attendant upon the enjoyment or charter.
 Only Supplemental Legislation Is
 Needed .
 eral incorporation, 1t seems to me, is suit-
 able constructive legislation needed to Ia
 cilitate the squaring of great industrial
 enterprises to the rule of action laid down
 by the antitrust law. This statute as
 constructed by the supreme court must