The sun. [volume] (New York [N.Y.]) 1833-1916, 1915-07-21

all over the state against the action OF
the committee in voting TO report favora-
bly, Louis Marshalrs proposed amend
ment designed to protect minority stock
holders in corporations by permitting
them to adopt the cumulative or dis
tributive plan In voting for directors 81
that they might gain access to the iinan-
clal operations Of the company.
John A. klopfcr of Buffalo. president
OF the New York state Bankers Asso-
cation Francis e. Bangs and William
C Brod OF New York city. representing
the association Orrin IL. Cheney OF New
York, Ex-Superintcadent of Banks II. II.
Fancher. vice-president o. the Fifth Ave-
nue. Bank, and Frank Hammond. vice.
president of the Greenwich Bank OF New
York city John II. Gregory. president OF
the Central Bank of Rochester q bud
ley. president OF the Waikiki Bank OF
~rouGhkeepsie +. l. Milmine. vice-presi-
dent Of the Mohawk National Bank OF
Schenectady m Il number OF Albany
bankers appeared to-day In opposition
tn the amendment, tn" principal arsu-
men being made by Mr. Bangs.
There il no State regulation OF direc-
tors in t~wenty-one States. among them
being such progressive states as okla
homa and Wisconsin" said Mi. Bangs.
III stN'U NltAfNs .lCluulIb view luFh
and Maryland. such laws are flexible, as
they should be If corporations are TO be
encouraged TO come here.
"In SIX States there are compulsory
laws covering the election Of directors.
In fourteen States there are constitu-
tional provisions covering the question.
including Arizona. California. Idaho.
Illinois. Kentucky, Mississippi. Missouri,
Montana. Nebraska. North and Souti,
Dakota. Virginia, South Carolina and
Pennsylvania. Corporations do not go
into these States unless they are domes-
tic corporations. just as ! undreds of cor
porations would keep away from New
York II you adopted this cumulative vot-
ing plan.
The very fleNihi.i,y Of the laws I'm
this state is a great drawing card to cor
rorat!ons. Cumulative voting would
bring about theoretical improvement Ia
meet corporation evils which are largely
Imaginary.
"lu my long experience | know OF no
evi! In corporate management which
would htv" been cor rected by minority
representation Except In a few cases
the minority stockholders differ neither
In Interest nor morals from tie other
stockholders, ard | have yet to come
across a case wh.rr there Is not a ready
i'lltuN III tNlSllHb laws Tor any eNllS
which may he complained OF.
This proposal would be detrimental
10 the depos'tors Of banks and TO busi-
ness interests. Lots of people are seek.
ing Places on boards OF directors OF
BANKS for the purpose OF creating for
themselves credit and financial reputa.
ton 10 which they are not entitled and
which they would be able to ge, through
cumulative voting. They are promoters
VINO have something to sell, which they
can sell on thc'r own merits. Harmony
L. Ju>t as essential In il corporation ms
~ a partnership. and many corporation
are merely partnerships under cor porate
names"
No one appeared to-day in favor
the amendment, although last week
Louis Marshall argued for II. The com
mittee will hold another meeting next
Tuesday, when il is expected that il will
reverse the vote In favor of reporting
the Marshall plan favorably and decide
10 let II rest in committee.