New-York tribune., 1913-11-17

all these shall constitute fisdemeanors'
and any corporation or person guilty
thereof shall on conviction be punisneo
accordingly" He continued:
Charters May Be Revoked.
"It makes the directors OF corporations
ordering or doing any Of the prohibited
acts guilty as individuals, and provides
that in addition to punishment FOR mlsoe-
meanor the charter of the offending cor
poration may be revoked. The penalty
for a misdemeanor in this state IS I'M
prlsonment not exceeding three years or
fine not exceeding 1900, or ooth' at
the discretion of the court.
Another act provides that when stock
is issued by a corporation In payment for
property purchased the purchasing cor
poration must receive In property or STOCK
what the same is reasonably worth IN
money at a fair, bona fide valuation; that
no fictitious stock shall be Issued
for profits not yet earned, but only
anticipated; that when stock Is Is
sued on the basis of the stock or
any other corporation purchased no stock
greater than the sum actually paid for
such stock in cash or its equivalent, pro-
vided that the property purchased or
owned by the corporation whose STOCK Is
purchased must be cognate In character
and use to the property used or contem-
plated to be used by the purchasing cor
poration in the direct conduct OF Its own
proper business.
This still permits a corporation to ex-
tend its business by the purchase OF the
property, including the stock, OF another
corporation II its business be the same
but prevents the issuing or watered STOCK
In the transaction. 1t has nothing 10 90
with holding companies, which are treat
ed separately and prohibited as TO the
future.
ut is also provided that statements OF
these purchases shall be filed In the once
OF the Secretary Of State, and that II any
certificate thereof be false in any mate
rial respect all the officers who sign the
same or participate in making II with
knowledge shall be guilty OF misoe-
meanor: and II any corporation shall pur-
chase property or any stock Of any other
corporation for the purpose OF restrain
ing trade or acquiring a monopoly such
corporation and the directors participat-
ing therein shall be guilty of misde-
meanor
Another act makes il n misdemeanor
for any person to organize any corpora
ton under the laws OF this state with in
tent TO promote or conduct any object
which is unlawful or intended to be used
in restraint of trade or acquiring mo-
nopoly. and any persons, being officers.
directors, managers or employees or any
such corporation, who shall operate or
control any corporation or suffer II TO be
used for the promotion Of any fraudulent
or unlawful object or in restraint or trade
or acquiring a monopoly. shall be guilty
OF misdemeanor.
Another act amends the Jersey corpor-
alton act II is under this section, as II
stood since 1898, that holding companies
are org lnized. The amendment provides
that no corporation organized under the
laws of this state shall hereafter pur-
chase, hold, sell or assign the shares OF
the corporate stock Of, or any bonds, Sc
curitles or evidences OF Indebtedness cre-
ated by any other corporation or corpora
tions. nor as owner of such stock exercise
any OF the rights powers or privileges OF
ownership or vote on any such stock.
But the act does not extend to prevent
| such holding OF stock or exercising the
right OF voting thereon by corporations
already holding and owning any such
| stock, bonds, securities and evidences oi
| Indebtedness. II saves rights already ac'
! quired. but prevents any corporation from
engaging In a holding transaction in the
future.
Another act amends Section lO9 Of the
New Jersey corporation law, which is
one OF the sections permitting the merger
or consolidation OF corporation by elimi-
mating from the present provision the
right OF merged corporations 10 acquire
and hold the stock. bonds and evidences OF
Indebtedness OF other corporations, etc.
and IS a complement OF the act amending
Section 81 so as TO prevent merged COR
porations from engaging in the business
OF holding companies.
| Commissioners Approval Required.
"Another act provides that before the
merger OF any corporation the approval
in writing by the Board Of Public Ctili-
ties Commissioners OF this state shall be
obtained and filed in the, office OK the
Secretary of State, and provides that
every corporation and the directors there
Of procuring or asserting to any merger
without obtaining such approval shall be
guilty OF n misdemeanor and punished
accordingly.
"This section i'm connection with Section
| 20 as amended in the draft above men
toned will still permit corporations doins
the same kind OF business TO consolidate
| but will prevent the consolidated con-
Germ from operating as holding COM
pany.
Another act is one making II a mlsde-
meanor for any corporation, firm or per-
son 10 discriminate between different Sec
tIons. communities or cities Of the state
by selling any commodity or article OF
merchandise in one community at price
| lower than that at which the same COM
modify is sold In another section, after
due allowance for additional cost In
transportation. when the intent Is to Sc
cure a monopoly or drive competitor
out OF business. Violation OF this act Is
also made a misdemeanor. Any company
may purchase property or the stock OF
| any other company without limiting II
TO mining companies, etc, only to pre-
,H,.o ton, net