The herald-advance. (Milbank, S.D.) 1890-1922, 1911-12-08

Cd to accomplish the purpose and blaze
q clear path for honest merchants and
business men to follow. It may BE- that
such a plan will be evolved, but ] SUBJ
init that the discussions which have been
brought odt In recent days by the fear
Of the continued execution OF the anti
trust law have produced nothing but ght-
tering generaiittes and have offered no
line OF distinction or rule Of action as Aen-
mite and as clear as hat which the SUI
preme court itself lays down In ENFORCING
the statute.
Supplemental Legislation Needed-Hot
Repeal or Amendment.
1 see no o~bjection-and indeed l can see
decided ad~vantages-in' the enactment OF
a law which shall describe and cenouncs
methods of competition, which are UNFAIR
and are badges Of the unlawful purpose
denounced In the anti trust law. the Al
tempt and purpose to suppress a compeu
tor by underselling him at a price 80 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 III Il criminal STATUTE Ol ~ inv
hand to enable the government to short
en- it's task by prosecuting single misde-
meanors instead OF an entire conspiracy,
and, on the other hand, to serve the pur-
pose OF pointing out more In detail to tho
business community what must Do
avoided.
Federal Incorporation Recommended.
In a special message to congress on
January I, 1910. I ventured to point out
the disturbance to business that would
probably attend the dissolution OK
these offending trusts. ! said:
But such an investigation and pos
sible prosecution OF corporations whose
prosperity or destruction affects the
comfort not only of ~tockholders but OF
millions of wage earners, employees,
and associated tradesmen must neces-
sarily tend to disturb the confidence OF
the business community. 20 dry up the
now flowing sources of capital from It's
places OF boarding. and produce a halt
in our present prosperity that VIII
cause suffering and strained circum-
stances among the innocent many Tor
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 a possible business
danger, something cannot be done by
which these business combinations may
be offered a means, without great IMAM
cial disturbance. Of changing the char
acter, organization and extent OF their
business into one within the lines OK
the law under federal control and SUI
pervision, securing compliance with the
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 busi-
ness far exceeds the business done In
any one state. This fact will justify
the federal government in granting a
federal charter to such a combination
to make and sell In interstate and for
eign the products OF useful
manufacture under such limitations as
will secure a compliance with the anti
trust law. 1t Is possible so to frame
a statute that while it offers protec-
ton to q 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 its pure
ly local business.
Corporations organized under this
act should be prohibited from acquir
ing and holding stock in other corpora
tons 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 lions in
different states. which has been such an
effective agenc in the creation of the
great trusts and m~onopolies.
IF the prohibition of the antitrust
act against combination in restraint
OF trade is to be effectively enforced,
it is essential that the national govern
ment shall provide for yne creation OF
national corporations to carry on a
legitimate business throughout the
United States. The conflicting laws OF
the different states or the Union with
respect to foreign corporations makes
1t dihcult. If not impossible. for one
corporation to comply with their re-
q~uirements so as to carry on business
in a number Of different states"
Federal Corporation Commission Pro-
posed.
1 do not set forth in detail the terms
and sections of a statute which might
supply the constructive legislation permit
ting and aiding Reformation of combina-
tons 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
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 .fncorpora-
ton under a federal law could. not ex-
empt the company thus formed and It's
incorporators and managers from: prose-
cution. under the antitrust law Tor sub
seauent Illegal conduct. but the publicity
Of Its procedure and the opportunity. for
frequent consultation as to the. legitimate
purpose of it's transactions would offer
it as great security against successful
prosecutions for violations OF. the Iaw
as would be practical or wige.
Such a bureau or com mission might
web 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 commission. which
now exercise supervisory power over Inn
portant classes of corporations under fed
era1 regulation.
The drafting OF such a 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
+ho fau- urbn - not tho ~ool ou,~o~