Evening journal. [volume] (Wilmington, Del.) 1888-1932, 1913-03-18
BIG COMPANIES
TO QUIT JERSEY
Say They Can't Exist Under
Corporation Laws Of
That State
DELAWARE IS
TO BE A HAVEN

II has been learned on good author
ity that the decision of the Ais
Chalmers Manufacturing Company to
incorporate in Delaware instead OF IN
New Jersey was due to a conFicuon
that Il could not do business properly
under the "seyen sisters antitrust
laws passed at the instance OF Gov
Wilson.
"A was also made plain yesterday
hv lawyers interested In corporation
off,tre that MANY other concerns now
chartered in New Jersey are seriously
meditating jump TO Delaware or 70
Maine. preferably the former state
because its laws as TO what a corpor-
alton may or may not do are held TO
he more definite than those of farthest
New England.
Thus far few moves for Withdrawn
from New Jersey have been recorded
at Secretary of State David 5. Crater s
Office in Trenton.
but that does not mean" well
known corporation lawyer OF TINS city
said yesterday, that the many com
panics whose legitimate business Is
intcrforcd with by the new laws are
supinely doing nothing. They are
holding earnest conferences as 10
what course TO pursue.
"ln nv opinion the Wilson ante
trust laws. so-callod. are Impossiblei
Il mean that their effect IS TO restrict
the play of legitimate business, ana
shat the gravity OF the situation can
NOT be underestimate. | should say
that any corporation which Is NOT
considering removal is very foolish.
One of the biggest corporations now
nctive under "A New Jersey charter
a. TO have "a conference I'm this city
tomorrow as to the ACCESSIBILITY or
moving to Delaware. There would
be no question about adopting this
-....nse !! were net Ter the great
cost and difficulty. Some or the COM
panies have factories In New Jersey
which might have to be abandoned.
Some have their stock listed on the
stock Excange and as transfer from
ono State to another entails forma-
tion of a new company, retirement or
the old company's stock and all the
EXPENSE OF complete reorganization,
the magnitude of the problem 10 op-
vious
OF course the corporations might
resort to the expendient Of drawing
the teeth of the New Jersey laws by
replacing their responsible directors
with clerks whom the State would
be unlikely to prosecute IN case OF
infraction OF the laws. II Is possible
that this old scheme OF dummy direc-
tors will be resurrected II the COM
panies decide that transplantation IN
the friendly soil OF Delaware Is not
feasible.
In spcaking Of what he called this
Of thA Wilson
ANTITRUST laws a New York counsellor
said yesterday that the clause pro
hibiting price fixing is altogether to-
sweeping, as it says In effect to
manufacturer.
you cannot argue with a retailer
your customer, what price he shall
charge the consumer for the goods
you manufacture"
The result, according 60 the lawyer
quoted, is that under the law there
can be no standard price for a stand
ard article: retailers can cut prices
as much as they please. The same
lawyer said he had heard recently oil
a corporation which by putting on the
market the best goods at the Lowest
prices had secured so per cent of th'
trade
other concerns by initiating the pro
duct and initiating the trademark ~
far az possible. had succeeded In mar
keting inferior goods until the bust
ness of the big company was serious
Is threatened The big company ask
ed It's lawyers what could be done
and the lawyers replied: Under tn
New Jersey law you can't do any
thing"
"That illustrates" commented IN
lawyer who cited this case. zone roa
son why corporations are thinking o
quitting New Jersey
Another corporation lawyer. Henri.
Wollman of 20 Broad street. said n
had heard of a projected exodus fror
President Wilson's State, but from hi
point Of view the laws of New Yorl
are all right. and he said he is ad
vising his clients to incorporate here
AS a matter of fact Mr.. Wollma
observed. New Jersey began TO
strict in it's dealing win corporation
about five years ago-before Governo
Wilson's time.
"The State had easy laws Tor man
years and got rich out OF the revenu
therefrom, and having become rich
decided to be virtuous. Before M
Wilson became Governor the cour
showed a disposition TO conteract n
'easinoss' Of the laws Some OF Jud,
Pitney's decisions. for example. shoCl
cd the corporation lawyers For fo
or I'VE years New Jersey has be-
avoided by would-be corporation
They have been going TO Delaware al
Maine where the laws are mo
plant"
1T Is expected by many that as
result Of the seven sisters legisl
ton certain OF the larger corporatio
might leave the State" said Assii
ant Secretary Of State Job H. Lpp'
colt of Jersey City. "hut the MOI
ment has not materialized yet
asked one OF the clerks a day OF T.
ago il there was any noticeable f;
tiyity in incorporation matters q
might be attributed TO the new Ia
He told me that so far as could
seen things were just about the san
There were about the same nu
Der of new interpretations and /
usual number of Withdrawals. T
American Railways Company. I
lieve ii was. withdrew before the la
were enacted, and the Information
Harvester Company was incorporai
after their passage"
A man who for many years has be
identified with an Incorporate
agency in New Jersey which is
registered agent of thousands of C
porations. said that he knows Of
proposed plan on the part of corp
ations with New Jersey charters
move in consequence of recent les