Evening journal., 1919-03-22
STATE REVI.i UE
FROM CHI lRTERS
MIlHT BE LOST
IcontInued irom page one.l

70 elect himself a director Of the dupont
Company Mr.. dupont said today:
u may, however, clarity the situa-
ton a bit by the statement that under
no condition, nor for any reason, would
act as a director Of the dupont Com
pany so long as the defendants In the
dupont suit are In control or or re-
sponsible for It's management. II is
needless 10 give reasons.
Under the present general incorpora-
tlOn laws Of Delaware, a majority OF
The stock voted cOUt OILS meetings OF
corporations, although corporations are
permitted, II they choose, TO adopt the
cumulative voting method. Many other
states have a similar provision, but
very few corporations adopt cumulative
voting for stockholders meetings Some
corporations have done IL TO promote
the sale Of their stock
The bill proposed by Mr.. dupont
would make cumulative voting permis-
sible by stockholders OF all Delaware
corporations, whether or not the COR
poratlon itself desired II. There would
be no option on the part OF the corpora
ton, for The amendment would enable
an stockholders 10 resort % cumulative
voting.
Men connected with charlering com
panies today said they did not know
Of any State that legallzes permissible
voting by stockholders as general
proposition. They said that many
States have q clause like that OF the
Delaware law, empowering corpora
tlons, II they desire, 30 sanction cumu-
lative voting, but they could not recall
a state where the right Of cumulative
voting is vested In the stockholder re-
gardless Of the option Of the corpora
ton.
Charter Company Heads View.
James E. Manter. general manager OF
the Corporation Trust Company. when
seen this morning stated that he was
very much interested in the proposed
measure. Mr. Manter stated that he
came 10 Wilmington from New York
for the purpose Of managing the Della
ware branch OF his trust company and
that he had only been here less than
two years and Is not interested in Della
ware politics or the personalities OF
Delaware people. lie was here simply
TO MANAGE the business Of his company
and secure corporations to b. formed
under the Delaware law. he said. and
10 Increase the revenues Of
the State Of Delaware from co porations
f0rmrd under our law 10 do business
elsewhere. The company now repre-
sents approximately $500 chartered
corporations In this State.
Mr.. Manter stated further: I'm my
opinion the passage OF The proposed
bin making cumulative voting compul- |
soy, would drive my company out Of
business so far as Delaware is con-
cerned, and we would devote ourselves /
TO securing the formation Of eorpora-
tions under the laws Of other States.
And this would not only stop new busl-
ness from coming h're. but we would
be obliged TO advise our clients 10 re-
organize their companies under the law
OF other States, which do not make
such an one-ous provision In their
corporation statutes. / have no doubt
that this action would be followed by
other corporation companies"
''The result can easily be estimated.
The returns to the state from corpora
tons now amounts 10 approximately
$3.50 000 per year. n this income Is
stopped. it will be necessary for Della /
ware to find $4,000 600 worth OF prop
erly that II can tax at the rate OF one |
per cent 10 meet the delc ency. and |
This would probably mean an increased
lax rate on every building and every
lcre OF farm land in the state.
"The success Of the Delaware statute
las been created very largely because
" the stability Of the Delaware law
For twenty years Il has never been
mended except at the suggestion OF
he state Bar Association. which has
~onosed amendments for the beneat
I persons using the law, and all
proposed by the Bar Asso-
alton have received the unanimous
ote OF both the Senate and the House
T Representatives.
The bq~e proposal that s now made1, =,
'ill doubtless AFFECT the judgment OF !
myers throughout the country as 10 ,
ne stability OF our law. and the pass
&c Of the act will produce the dlsas- !
Gus results suggested above. !
"The argument made that the pres !
nj bill Is a part OF the corporation !
TVS OF many States Is incorrect. Such r
law does not qppear on the statute {
ooks Of any State In the country.
delaware already has a provision al
owing cumulative voting provided
tockholders so elect. and this Prov
ion Of the Delaware corporation law
3 almost identical with the corpora :
.on laws OF the othe~ so-called char :
er- granting States. There Is no reason 4
Why the law should be so amended as
o make cumulative voting manda-
ory."