New-York tribune., 1916-07-28
Commercial League Told
Profession Must Cut
Loose from Prejudices.
DEFECTS SHOULD BE
CORRECTED, HE SAYS
Declares Corporation Law Is
Unjust and Offers Premium
Upon Dishonesty.

Atlantic City, n. J., July 27.-Samuel
Untermyer, speaking before the Com
mcrcial Law League at the Hotel
Breakers tonight on "The Lawyer
Citiaen-His Enlarging Responsible
ties" urged his fellows before the bar
to take part in the public work Of
formulating and perfecting the laws as
, we'll as interpreting them in the pri-
vate interest. The influence OF the
lawyer Is waning, he said. and there is
some justification for the suspicion in
which he is held. They are too much
inclined, he asserted, to permit their
views to be moulded by the interests
they represent.
Mr.. Untermyer remarked the revo-
lutionary changes in the field Of the
professions activities. Advocacy, he
said, is almost an extinnct art; with
every year that passes. men who have
achieved distinction in the profession
are drafted out Of it for other pursuits.
The fault, ne diagnosed as due to
lesseping relative Importance to the
controversial side of the law, COM
pared with the growth and magnitude
OF business and finance requiring the
aid of the lawyer.
while, therefore, our scope Of pri-
vate endeavor is being more and more
circumscribed," he said, II venture to
suggest that the field for public use
fulness has been constantly broadened
and on bigger and more constructive
: lines than at any time in the past, until
We are to-day confronted by boundless
opportunities and new responsibilities
/ that we cannot escape and still regard
/ ourselves as good citizens.
Relic on Legislation.
"Instead of bending our powerful in
! fuence and expert knowledge 10 cor
I recting abuses and defects in the law,
we seem to regard such service as the
/ exclusive province of tho legislator,
wh,ch Is far too narrow conception
oil cur professional responsibilities.
at would not be a reproach to be
| known as a corporation lawyer In the
community IL those among US who spe-
cialize in corporation law were out
spoken in our denunciation Of corpo-
rate abuses and earnest in champion
ing reforms as we should be. When we
sell our expert knowledge to our clients
our opinions Of what Is right and
wrong in existing law do not go with
it. We are to-day face to face with
the task Of moulding our obsolete and
antiquated laws to meet modern condi-
tions, which Is vastly more important
service than that of mere interpreta-
ton.
"lf the legal system under which our
business aad economic affairs are be-
ing conducted had to contend In COM
petition with the systems of other
countries in the sense in which our
business men must compete with one
another, we could not have survived.
( Our corporation laws are without ex-
ception the looscst, most unjust and
/ inadequate and in every way the worst
with which any civilized nation is or
ever was afflicted They are q snare to
/ the investor; minorities are helpless;
they offer a premium upon dishonesty
and furnish the safest and most fruit
| full field to the criminaliy disposed ex-
/ ploiter for the practice of fraud and
| oppression upon the public.
Safeguards All Rejected.
/ Every safeguard that other coun-
/ tiles have thrown about its citizens has
| been rejected by US. From the birth
to the death of the corporation the
/ system is utterly wrong Il is the
creature Of the long line of powerful
men (under the guidance of their
clever advisers) who framed the leg
/ islation to serve the ends of the finan-
/ cial buccaneer to the exclusion of the
/ public protection. For this unspeak-
able situation we are primarily in
debted to our form of government.
Upon the fetish Of the sovereignty OF
! the states rests the main responsibility.
| It is one of the many penalties that
! have been and are being inflicted upon
us for this worship of the empty she'll
| of states rights.
"We find ourselves in the intolerablc,
humilating situation in which our SOW
ereign states, which should have a uni
: form law, are bidding against one an
/ other, in laxity of administration, on a
/ subject where public protection is es-
/ sential, and none is to be had under
existing conditions. We are doiber-
( ately playing into the hands of dis
/ honest exploitcrs by adhering to the
/ present outgrown methods. The rem
/ edy Is obvious. Enact national COR
| poration law"
I Attacks Stock Exchange.
1 Mr.. Untermyer contended in his ad-
/ dress that the New York Stock Ex-
change was a law unto itself. Among
the most urgent corporate reforms
+ needed he mentioned uniform law
/ for corporations engaged in foreign
! and interstate commerce on the gem
+ eral lines of the British Companies
/ Act"; the revolutionizing and revers-
| ing OF the entire procedure affecting
/ insolvency and the reorganizing Of In
solvent corporations. He reviewed in
| detail what he considered Objectionable
/ features of the present procedure, and
/ added
"The cost of reorganization OF the
average trunk line system is anywhere
from sl,000,000 to s3,000,000. which
comes out of the pockets of the secur-
ity holders, either in cash or by way of
further burdens on the reorganizod
road. This grotesque condition can be
remedied readily II the lawyers who
understand this branch of the law
would sink their private interests and
take hand in the work Of reforming
an intolerable system. Of which they