_ilEilElllE8 1111111111;
R oai or Amendment. but Bun-
h'ma tal Legislation Needed-Who
3'1“”th Truat Daoiaion an Effootioo
no—Fadarai incorporation Recom-
ondod and a Federal Corporation
implosion Propoaod~'f'ho Test of
aonablonou. "
the Senate and House of Repre-
lilar session and its adjomu-
“i: for the Christmas holidays. The
iii: of information to be comnnv
as to the operations of the
. continent. the number of important
jects calling for comment by the
"l'litivo and the transuiisslou to 111111-
f exlliiustivc reports of special
. alons make it 11111101111111, to I11-
‘ih one message of 11 reasoniwle
it a discussion of the topics that
nti-truat Law—Tho éupnmo
Court Decisions.
May last the supreme court. band
. own decisions in the suits in eqnb
‘ . light by the United States to on
”In the further maintenance of the
Standard Oil trust anti of the Ameri-
Tolmeco trust and to secure their
lutlon. The ticilslons are epoch
711111111; and serve to advise the busi—
ness world authoritatively of the
phone and operation of the anti-trust
of 1890. The decisions do not de-
in any substantial way from the
, yio'us decisions of the court in rail-
milling and applying this important.
to. but they clarify these doc-l
by further defining the already
”131mm exceptions to the literal con-
motion of the act. By the doirces
they (finish 11 useful precedent as to
11111 proper method of dealing with the
£121 ital and property of illegal trusts.
belie decisions suggest the need and
. of additional or supplemental
lotion to make it easier for the
business community to square
1 “the rule of action and legality
ll iidaliy established and to pre-
we the benefit. ficetioiii and spur of
reasonable cbmpetltlon without loss of
foil fliciency'or progress
as in the Rule of Decision.
iy‘lln 111‘ Form of Expression.
statute in its first section do-
to be illegal "etery contiact.
xiiinafion in the form of trust or
Whittle or conspli'acv iu restraint
do or commerce among the say-
to monopolize any part of the
.or commerce of the. several slates
til foreign nations."
woellrly cases. where the statute
s invoked to enjoin 11 transporta-
iilil rate agreement between inter-
raiiroad companies. it was held
”Was no defense to show that
agreement as to rates complained
1‘1 reasonable at common law. lit"
fit was said that the statute was
halted against all contracts and coni~
(ins in restraint of trade. whether
‘ihiiabie at common lawwor not. it
plain from the record, however.
hecontracfs complained of in
'cases would not have been deem-
reasonable at common law. in sub-
float cases the court said that. the
militate should be given 11 reasonable
traction and refused to include
in its inhibition certain contrac-
vtestralnfs of trade which it do
died as incidental or as indirect.
en‘s cases of restraut of trade that
court excepted from the operation
tistatiite were instances which
lumen law would have been call-
in the Standard Oil
tobacco cases, therefore, the court
adopted the tests of the com-
. i: or indirect that oi being
1'1 _‘e. and this without varying
f the statute. in other words.
1111st under the statute which
been decided would have
Sheen 1111111111 the court by 111‘-
into the construction of the
V ads with the purpose or
ifect of controlling prices
. 1 in part a monopoly of
' iii condemned by the stat-
1111 also made thstthe
by its decision 111 the“,
hips; 111. committed to 111.
dashed 111111 1111111111111: 111153
1 inc whether a as» of
' 11111111 111‘ ‘withi‘n 1111‘: 1.111111
1
iorlce used in its manufacture and of
W of .1 M
111011 law in well Wood Mild
clearly defined. it does not rest in til. '
discretion of the court It must but
limited to accomplish the purpose of ai
lawful main contract to which in order
that it shall be enforceable at all it
must be incidental. If it exceed the
needs of that contract it is void.
The test of reasonableness was never
applied by the court at common law
to contracts or combinations or con-
spiracies in restraint of trade whose.
purpose was or whose necessary effect
would be to stifle competition. to con-
trol prices or establish monopolies.
The courts never assumed power to.
say that such contracts or combine-i
tions or conspiracies might be lawfuli
if the parties to them were only mod-
erate in the use of the power thus 1111- I
cured and did not exact from the puh~i
he too great and exorbitant prices. It'
is true that many theorists and others
engaged in business violating the stat-
uto have hoped flint some such line!
could be drawn by courts. but no court 3
of authority. has ever attempted it.
Certainly there is nothing in the (1001- 1
sinus of the latest. two cases from
which such a dangerous theory of ju-
dicial discretion In cuforclngrthis stat. 1
his can derive the slightest sanction.
i'oroa and Effectiveness of Statute a
Matter of Growth.
We have been twcuiyvone years mak-
ing this statute effective for the pur-
poses for which it was enacted. The
Knight case was discouraging and
seemed to remit to the states the whole
available power to 'atfack and suppress
the evils of the trusts. Slowly. bowel"
or. the error of that judgment was 1-0r-
rected, and only in the last three 01
four years has the heavy hand of the
law been laid upon the great illegal
mmbinufions that have exercised such
an absolute dominion over many of our
industries. Criminal prosecutions have
been brought. and 11 number are pend-
ing. but juries have felt averse to con-
vlctlng for jail sentences and judges
have been most reluctant to impose
such sentences on men of respectable
standing in society whose 1111111111- has
been regarded as merely statutory.
Still. as the offense becomes better un-
dcrstood ainfthc committing of ii par.
takes more of studied and deliberate
defiance of the law we can be confl-
ileut that juries will convict indivldu
sis and that jail sentences will be im
posed.
The Remedy in Equity by Dissolution.
In the Standard Oil case the supreme
11nd circuit courts found the mmbina-i
lion to be a monopoly of the interstate
business of refining. transporting and1
marketing petroleum and its prtnilals.~
cli’ecied and maintained through lhir I
ty seven different corporations. the E
stock of which was held by a New .ier .
soy company.» it in effect ceiiiinniidrd
the dissolution of this combination. Idi-
rccfeii the transfer and pro rafu distri-
bution by the New Jersey roiupauy ofi
iilf‘ stock held by ltln the. iilil‘Ijh-fiiH't‘ll.
corporations to and among its atocli-‘
holders. and the cori‘mralious and indi-
vidual defendants were enjoined from
conspiring or combining to restori- I)
such monopoly. and all agreements be i
tween the subsidiary 1'111'11111'11lloua trade ‘3
lug to produce or bring about fullbcri
violations of the art here 1- njoiacd
in llie tobacco case the court found
that tho indilldual defendants. turn
fy-uinc in ‘nuinber. had been engaged
in a successful effort to acquire roar
plefc dominion over the iuanul‘uctnrc.
sale and distribution of tobacco in this
country and abroad and that this had
been done by combinations made with
11 purpose and effect:. to stifle coi‘npctb 1,
finn. control prices and establish a j
inniiopoly. not only in the manufacture ‘
of tobacco. but also of tin foil and ll1'- ,
its products of cigars. cigarettes and 1.
snuffs. The tobacco suit presented 11 1
far more complicated and dilllcult case
than the Standard Oil stilt for a decree
which would eifu'tuntc the will of the
court mid end the violation of the stat-
life. There was liere no single hold-
ing company. as in the case of the
standaid Oil trust. The main companv
‘was the Maori an Tobacco company.
11 manufacturing. selling and holding
company. The plan adopted to de
stroy the combination and restore coni-
petition lnvoli ed the redlvislon of the
capital and plants of the whole trust
between some of the companies can-
stituting the, trust and new companies
organized for the purposes of the. dc-
cree and made parties to it; and ham-
beringhnew and old. fourteen.
Situation After Roadjuatmont.
The American Tobacco company
(old). readjusted capital $02..000000;
the lilggett & Meyers Tobacco company
(new). capital $07. 000.000; the P. Lorilv
lard company (new), capital $47.;000
000. and the 11. J Reynolds Tobacco
company (old). capital $7.525.000. are
chiefly engaged in the manufacture
and sale of chewing and smoking to
bacon and cigars. The. former one tlu
(oil company is divided into two. one
of $820000 capital and the other of
$400000. The one snuff company is
divided into three companies. one with
a capital of 115.000.000.1111111111 with 11
capital of $8,000,000 and a third with
a capital of $8.000.000. The licorice
companies are two. one with a capital
of $5. 758. 300 and another with a cent
in! of :2 000000 There is also the
iiritlsh- Ameilcan Tobacco company, 11
British corporation. doing business
11.101111 with 11 11111111111 of $211,000,000.
the Porto Rican Tobacco company.
with a capital of $1. 800.000. and the
corporation of United Cigar stores.
‘u'ith :1 capital of $0.000000.
Under this arrangement each of the
different kinds of b‘usinosswlll beats-
lrlbutcd between two or more memos.
1pics with a division of the prominent
brands in the same tobacco products.
so as to make competition not Only
possible. but. necessary. Thus the.
smokin tobacco business of the coon-1
taken from the defendant American
‘ largo units into which the capital and
1 plant have been divided we shall have
>trol of all the companies i to which
l‘rv ta vided so that the present he
101111111
pony will have 88.08 per cent. the Lla-
111111111 Meyers 20.05 per cent. the herb
lard company 22.82 per cent and the
Reynolds company 2.06 per cent. The
stock of the other thirteen companies.
both preferred and common, has been
Tobacco company and has been dis-
tributed 1111101111.r its stockholders. All
covenants restricting competition have
been declared null and further per-
formance of them has been enjoined.
The preferred stock of the different
companies has now been given voting
power which was denied it antler the
old organization. The ratio of the pre-
ferred stock to the common was as 78
to 40. This constitutes 11 very decided
change in the character of the owner
ship and control of each company.
in the original suit there were twcn
ty-nlne defendants, who were charged
with being the conspirators through
whom the illegal combination acquired
and exercised its unlawful dominion.
Under the decree these defendants will
hold amounts of stock in the various
distributor companies ranging from 41 ‘1
per cent; as a maximum to 2811'. per
cent as a minimum. except in the case
of one smull company. the Forth llican
Tobacco company. in which they will
hold 45 per cent. The twenty-ulna in<
dividunl defendants are enjoined for
three years from buying any stock ex-
cept from each other. and the group is
thus prevented from extending its con-
trol during flint. period. All parties to
the salt and the new companies who
are .made parties are enjoined perpeb
ually from in any way effecting any
combination between any of the com
panics in violation of the statute by
way of resumption of the old trust.
Each of the fourteen companlt‘h is ca-
joincd from acquiring stock in any of!
the others. All these companies are
enjoined from-having common direc-
tors or officers. or common buying ori
selling 11111111111. 81' common offices. ori
lending money to cacti other.
i
din of Now Companies. i
Objection was made by certain ln-i
dependent. iOINlt'f‘u companies that this
settlement was unjust because it lefti
companies with very large capital in
active business and that the settle;
meat that would be effective to put all) ‘
on an equality would be a division of:
the capital and plant of the trust luloi
small fractions in amount more near-
ly equal to that of each of the illiie~
pendent companies. This contention
results from 11 misunderstanding of
tho unfl~frust law 11nd its purpose. it
is not intended thereby to prevent the
accumulation of large capital in busi-
ness enterprises in which 11111111 11 coin~
hiuaf‘iou can secure reduced cost of
production. sale 11nd distribution. it
. is directed against. such an aggrega-
tion of capital only when its purpose
is that of stifling competition. ciilianiu
i but 111' controlling prices and pampimh
‘ ill}! ii llltillnpnly,
if we shall have by‘
the decrci1 defeated these purposcs'
11nd restored compctlllou l1rfwccu llie'
accomplished the useful purpose of
the statute.
Confiscation Not the Purpose of the
Statute.
it is not the purpose of the statulo‘
to confiscate the iu'opcrty and capital
of the offending 1rns1s. ethoils of
punishment by fine or ill‘l‘ib‘tfilllllt‘nii
of the individual 1.1licuilcrs'. by fine of
the corporation or by forfcltuio of its.
goods in Iransimrlatlou are provldwl'.‘
but the prawn-dint: in equity is 11 spe-
cific remedy to stop the 1.11‘1ci'allon of
the trust by injunction and prevent
the future use of the plant and capital
in violation of the statute.
Effectiveness of Dooraa.
l venture to say that not in the hi».
fury of .\1iierlcan jaw has a decree”
more effective for.aucl1 11 purpose been
entered by a court tlinn flint against
the tobacco trust. As ("lrrnii ‘Judge
Noyes said in his judgment approving
the ilc11 rec: '
"The extent to which it has been
necessary lo tear apart this comblna
lion and force it into new forms with
the attendant burdens ought to demon- ;
strate that the federal anti-trust statute i
is 11 drastic statute which accomplishes ‘.
effective results, which so loaf: as if'
stands (in the statute books must be
obeyed and which cannot be disobey-
ed without incurring farrcachhig lit‘il'
alties. ,And. on the other hand. the
successful reconstruction of this or-
ganization should teach that the effect
of enforcing this statute is not to de-
stroy. but to reconstruct: not to de.
molish, but to recreate in accordance
with the conditions which the congress
hns' lief‘ifll'oti'shiiii exist among the
people of the United States".
Common Stock Ownership.
It has been assumed that the prefi-
ent pro rate and common ownership in
all tbcsé companies byfurmer stock-
holders of the trust ‘wouhl insure a
continuance of thosamc old ingle con-
the trust has by decree been‘ disinte-
grated. This is erroneous and is based
upon the assumed inofllcacy and lame
uousness of judicial injunctions. The
compaules are enjoined from cooperw
tion or combination: they have differ
cat managers. directors, purchasing
and sales agents. If all or many of
the n'uinerous stockholders. reaching
into the thousands. attempt to secure
concerted action of the companies with
a view to the control of the market
their number is so large that. such an
attempt could not well be concealed.
and its prime movers 11nd all its partic-
ipants would be at once subject to con-
tempt proceedings and imprisonment
of a summary character. The immedi-
ate result of the present situation will
necessarily be activity by all the com--
panics under diderent managers. and
then competition must follow or there
will no activity by one company and
stagnation by another.
it clearly In mind.
Only a short "
time will inevitably lead to a chant.
111 ii .
empathy for continued cooperation
must disappear. Those critlca who
spca'k of this disintegration in the trust
as 11 more change of garments have not
given consideration to the inevitable
working of the decree 11nd understand
little the personal danger of attempt-
ing to cvailepr not at naught the sol-
1111111 Injunction of 11 court whose object
is made plain by the decree and whose
inhibitions are set forth with a detail
and comprehensivenoss unexamplcd in
the history of equity jurisprudence.
Volluntary Reorganization: of Other
Trusts at Hand.
The effect of these two decisions has
led to decrees dissolving the combina-
tion 11f manufacturers of electric
lamps. a southern wholesale grocers'
communion. 1111 interlocutory decree
against the powder trust. with direc-
tions by the. circuit court compelling
dissolution. and other combinations of
a similar history are now negotiating
with the department of justice looking
to a disintegration by decree and re-
organlzation in accordance with law.
it seems imssiblc to bring about these
reorgiiulzallous ulthout general busi-
ness disturbance.
Movomont For Iopaal of the Anti-
truat Law.
But now that the anti-trust act is
seen to be effective for the accomplish-
ment of the purpose of its enactment
we are met by 11 cry from many 11111111.
cut quarters for its repeal. if is said
to be obstructive of business progress.
to be an attempt to restore old fash-
ioned methods of destructive competi-
tion between small units and to make
impossible those useful combinations
of capllal and the mini-flan of the cost
of production that. are essential to con-
. tinned prosperity and normal growth.
in the recent decisions the supreme
i court makes clear that there is noth-
ing in the statute which condemns
combinations of capital or more big
ness of plant organised to secure econ
may in produitlon and a lt‘tillf‘lioli of
its cost. ii iii only when the purpose
or necessary effect of the organisation
and maintenance of the combination
or the aggregation of immense size are g
the sliding of competition. actual and
potential. and the enhancing of prices
and establishing 11 monopoly that the
statute in violated. More also is no
sin against the law. The merging of
two 111' more, business plants necessari-
ly eliminates competition between the
units thus combined. lull this ellmlmr
tion is in contravention of the statute
only when the combination la made. for
purpose of ending this particular coni-
petition in tlitit‘i‘ to suturi- control of
and enhance prices and 1111:1111 a 111111
hapoly.
Lack of Dannifonoaa in the Statute.
The complaint is made, of the silt
ate that it is not sulliclciuly (lollniic.
, lies.
1
i
in its description of that “iiif l1 is for~ ;
bidili- -11 to onpblc business 1111-11 to avoid;
its v.lolatlou “the suggestion is that‘
we may have 11 iolnlliiinllon of two
mrporailana w-bhh may run on for
years and that. subminautly the air
ifoiiuvy general niav 1111111 hide that it
. was 11 1 lobiflon of the statute and that ’
i which was supposed by the r‘ulllilillt‘V-l ,
; to be innocent then turns out to be :1
combination in violation of the 1111111110.
The answer .111 this hypothetical rose
is that when men attempt to amass
1
such stupendous capital as will enable:
them to suppress competition, control
prices and establish 11 monopoly they.
know the purpose of their acts. Mun
do not do such 11 thing without having,
if what they do is :
merely for the purpose of reducing the .
cost of production. without the thought i
of suppression1 conipetliloa by use of the :-
bigness of the plant. they are creating.
then they cannot be convicted at the
time the. union is made. nor can they
be convicted later unless it happen
that later on they conclude to sup—
press competition and fake the usual
methods for doing so and thus esqu 1
lish for themselves a 111111191111”. They
can in such 11 case hardly complain if
the motive which subsmpieufly is dis-
closed is attributed by the court to the .
pilglu: il combination.
New Remedies ounce-tad.
Much is sold 01‘ the repeal of this
statute and of constructive legislation
intended to acmmpllxh the pumose
and blaze a clear path for honest mer-
chants and business men to follow. it
may be that . such a plan will be
evolved, but 1 submit that the discus
clone which have been brought out in
recent days by the fear of the cow
tinned execution of the anti-trust law
have produced nothing but glittering
genei'alitle’s and have offered no line
of distinction or rule of action as defl~
nlie and as clear as that which the su-
preme court Itself lays down in on-
forcing the statute.
Supplemental Legislation Needed. Not
Ropoal or Amandmant.
i see no objection. and indeed I can
see decided advantages. In the enact-
ment of 11 law which shall describe
' and denounce methods of competition
which are, unfair and are badges of the
unlawful purpose denounced in the
anti-mist law. The “attempt and pur-
pose to suppress a competitor by uu«
derselllag him at a price so unprofita-
ble as to drive him out of business or
the making of exclusive contracts with.
customers under which they .are re-
qnlred to give up association with.otl1-
or manufacturers and numerous kin-
dred methods for stifling competition
and cifectingmonopoly should be do-
scrlbcd with sufficient accuracy in a
criminal stalutc on the onc‘hnnd to
enable the government to shorten its
task by prosecuting single misdemean-
ors instead of an entire conspiracy and
on the other hand to serve the. purpose
of pointing out more in detail to
the business eonnnunlty‘whnt must be
avoided.
.Fodsrnl Incorporation Recommended.
111 11 special "message to congress on
Jan. 7. film. i ventured to point out
' or to pl
understood that incorporation under a
he distwbsacs to business 11111111111111
probably nttond‘the‘dlflsolution of those"
odeadlug trusts. i said: ‘
“But such an investigation and pow
sible prosecution of corporations whose
prosperity 01‘ destruction affects the 1
comfort not only of stockholders. but
of millions of wage earners. employees
and associated tradesmen. mast hem.
sui'lly tend to disturb the confidence
of the business community, to (by up
the now iloulng sources of capital
from its places of hoarding 11nd pro-
duce a halt in our present prosperity
that will cause suffering and strained
circumstances among the, innocent
many for the faults of the guilty few.
The question which i wish in this
message to bring clearly to the cou-
ideratlon 11nd discussion of congress
a whether. In order to avoid such 11
possible business danger. something.
cannot be, done by which those busi-
ness combinations may be offered as
means. without great 011111111111 dis-
fui'bam-c. of changing llie cliaradter,
organization 11nd extent of their buslv
1 mandatoi y provisions.
for 111111111111 of his law as would ,
practical or who.
Such a bureau or commission in
well be invested also with the duty.
already referred to of aiding courts
in the dissolution and recreation of
trusts within the law. it should be an
executive tribunal of the dignity and
power of the comptroller of the cur-
rency or the interstate commerce com-'
mission, which now exercises supervis—
ory power over important classes of
connrations under federal regulation. .
The drafting of such a federal in-
corporation law would offer ample op-’
portunlty to prevent many manifest
evils in (-orimrate management today.
including irresponsibility of control in
the hands of the few who are not ihoi
real owners.
incorporation Voluntary.
I recommend that the federal clrar- i
'ters thus to be granted shall be v!o uu
fury. at 10 1st until ex: 1orl1-nce justifir
The benefit f‘
be derived from the opciiiiiou of, 1: 'ea'.
businesses under the protection of silt. h:
iiii8TEli I" iiESUHE
(Continued from first page.)
lector. Mr. McElroy was. declnrld
elected by the inodeiator at the close
of election day, and was ‘obllgod to
take office bedtuse of that decision.
After Mr. McElroy had held office for
one year and had performed all the
duties of the oflice during that time.
the court found by a i'eronntxtbsf Mr.
Coughlin was elected to the office and
Mr. McElroy was obliged to turn ovrr
the fees of the office to .111. Cough-
its.
111 the present case the common
council of Norwalk. after the election
in October, appointed Charles H. Dll~
worth city clerk, to succeed Edward
F. Duffy. 011 the opinion of City At.-
torney Leo Davis, both Dllworfli and
‘ Byingfon took 01111-1» 1111: third Monday
ncss into one within the lines "I the' 11 1hart1-1- would attract. all 11 he ate in October, basing that opinion on a
law under federal control 11nd super»
vision. securing compliance with thei
miti- -tr\ist statute. ,.
"Generally in the industrial comblua j
tlous iallcd ‘trusls' the prlii1 ipal basic
11111111 is lliei :ale of goods in many states
and in foreiuu iniii'hetsnin other w,or1bi i
the lnterslnfe and foreign business far!
exceeds the business done in any one
state. This fact nill justify the, fed-
eral government in granting a fedeiul
charter to Hiltil a combination to make
and soil in interstate and foreign com-1
mei‘ce the products of useful iniiiiufucg
lure under such limitations as will 11e-E
cure a compliance with the anti-trust
law. it is [nissible so to frames slat-
ute that. while. It offers protection to ii ‘1
federal compaav against harmful. vex-1
aflous and unnecessary invasion by fbe‘
states. it shall subject it to rcasouiri
blc taxation and 1onlr11l by tho statcs‘ ale to banish maximum...“ from “nif‘ih and the two inch.
With respect ii) iii! WWW '00!“ busl- i business and reduce it to one common; worth
11111111. " ‘ ’
"Corporations organized under Ibls‘
1 unwillingness to submit their tiausac-
; 11 charter.
anxious to keep a lllilu the lines of the
law. Other lz'uge iambiuatlous thati
fall to take advantage of the fedeial
ln1 orporaflon will not have a right to‘
complain if their failure is ascribed to
lions lo the careful official scrutiny.
competent. supervision and publicity
attendant upon the enjoyment of such
Only Bupplaniontal Legislation Needed.
The opportunity thus suggested for
federal lncorporalitm. it seems to me.
is suitable constructive legislation
needed to facilitate the squaring of
great industrial enterprises to the rule
of action laid down by the anti-trust
law. This statute as construed by the
supreme court must continue to be the
line of distinction for legitimate bust
ness. it must‘be enforced unless we
1
sjsfcm of 1egnlatlon or control of‘,
prices like that which 110w prevails:
special act of i905 which amended
the runner, so that the elective offi—
cers took office the third Monday in
October instead-of the firm Monday in
January.
Also Get Salary.
Messrs. Keene and Duffy, fhr6ugh
Attorney John Keogh. took excel}
tions lo the opinion of the city attor-
ney. and at the common council more
big filed a formal protest against be»
ing ousted from office. Attorney
Keogh based his objection“ to the
ousting of the two men on flic'gi'ound
that the amendment 111 the city char-
ter did not affect appointive offices,
only elective offices. Keogh brought
quo warrauto proceedings against the
Messrs. Dil-
und Bylngton. which were
heard by Judge Curtis two weeks ago.
Judge (.‘111tis sustains the contention
art should be prohibited from ncqulru with respect to public utilities and log the relaiois and declares that em.“
ing and holding stock in other corpo— which when appllcd to all busluesui if there is but
rations (except for special masonic.
upon approval by the proper federal.
unthorityl. thus avoiding the creation;
under national auspices of the holding
company with subordinate corporations
in different states. which has bet-iii
such an etfcctlic agency in the 11-11111
tion of the great trusts and monopoi
"if the prohibition of the antifruai
act against combinations 111 i'cstratnti
of trade is to be effectively enforced}
it is essential that the national govern-i
,mcnt shall provide for the 1roa1iou of
national corporations to early on n le-i
gillmnle business throughout the i nit-5
ed States. The mulllillng laws of tin
different states of lhe l’niou with rc-l
sport to foreign corporations make ltl
1lllll1ulf if not impossible for one 111r-‘
poratiou to 111mva with their requilc-i
1111-11111 so as to carry on business in 11
number of different slam. "
i renew the l't‘l‘ommt‘lltiiliitiil of the;
eiuicfincnl of 11 general law providing
for the voluntary forumiloa of cor-
pomllous to engage in trade and coin-
1111-1'1-11 among the slnics and with for
rich nations. livery argument which
was flu-u advanced for such a law and .
every explanation which was 111 that;
time offered to possible objections has:
been confirmed by our experience since
the cnfoi'rmneizt of the antitrust stab:
life has resulted in the actual dissolir
fion of active coimncrcial organiza-
lions.
it is even more manifest now than
it. was then that the litl'lllillt‘illiiilll of‘
Conspiracies in restraint of 11-111ch
should not and docs not mean the dc.
nhil of organisations large enough toj
be inn-listed with our interstate and:
fowlgii trade. it has been made more.
(lear now than it was then that a
pinclv ncgntiie statute like the anti-
trust law may Well he supplemcn'jied.
bi specific provisions for the buildiugi
11p and regulation of legitimate n11-
tioaal and foreign commerce. 1
Government Administrative Exportc‘
Needed to Aid Courts in Trust i
Diaaolutiona.
Tho draftlpg of the decrees in thci
dissolution of the present trusts with'
a view to their rmrganlnation info le-
gitimate corporations. has made it es
pcclallv apparent that the courts are
not provided with the, administrative
machinery to make the necessary in-
qulrles ireparatory to reorganization
no such inquiries. and they
should be empowered to invoke the
old of the bureau of corporations in
determining the suitable reorganize.
lieu of the disintegrated parts. The
circuit. court 11nd the attorney general
were greatly aided in framing the de
crcc in the tobacco trust dissolution by
an expert. from the bureau of corpora-
tions.
Fodorai Corporation Conunluion Pro-
pond.
I do not set forth in detail the terms.
and sections of a statute which mlirht
supply the constructive legislation per-
mitting and aiding the .formation of
combinations of capital into federal
corporations. They should be subject
to rigid rules as to their organization
and procedure. including effective pub-
licitv and to the closest superv lsion 11s
to the issue of stock and bonds by an
executive bureau or commission in the
department of comnieice and labor. to
which in times of doubt they inigh
well submit their proposed plans for
future business. it must be distinctly
federal law could not. exdmpt the com-1
pany thus formed and its lncorporators
and managers from prosecution under
the antitrust law ‘for subsequent il-
legal conduct. but the publicity of its
procedure and the opportunity for fre-
quent consultation with the bureau or
commission in chargoof the incorpora-
tion‘ as to the legitimate purpose of its
transactions would offer it 11's meat sew
rurlty against successful prosecutions
1 the law
‘ hoped fn destroy.
. tobacco decree.
would be a long step toward state so- .
1-ialism.
importance of tho AntiJruat Act. i
The anti trust act hi the capi'eioilonl
of the effort of a frctvlom loving peoi
pie to preserve equality 11f opportunity. 1
It is the result of the mufldcut deter-
liilnaiioii of such a people to maintain:
tholr future growth by preserving 1111-2
matrolled and unrestricted the enter;
prise of the individual. his industry“
lils ingenuity. his intelligence and his.
independent courage. ’
l‘or twenty years or more this 111111.:
11111 has been upon the statute book.
All know its general purpose and npw
proved. Many of its violators were;
cynical over its assumed impotence.
it seemed impossible of enforcement.
Riim‘ly the mills of the courts ground. I
and only gradually did the majesty of
assert itself. Many of its,
l“nirvana-authors died before it be-l
came a living force. and they and oili-
ers saw the evil grow which they had '
Now its efficacy is:
soon: now its power is heavy: now its‘
object is near achievement. Xaw we;
hear the call for its repeal on the plea
that it llifcrfeiw with business pros-
perity. and we are advised in illtl‘fE‘
general forms how by some other stats
lite and in some other way the evil'
“'1' are just stamping out can be cured
if we only abandon this Work of fwch
ty years and try another experiment.
for another term of years. :
it is said that the act; has not dnnel
good. (‘1111 this be said in the face of
.thc efi'ey't of the Northern Securities;
i decree?
That decree was in no way
so drastic or inhibitive in detail as ei-
ther the Standard Oil decree or the
But did it not stop
it’or all time the then powerful move-i
meat toward the control of all the.
railroads of the country in 11 single;
band? Such a one man power could.
not have been a healthful influence in '.
the republic even though exercised
‘under the general supervision of an
interstate commission. .
Do we desire to make such ruthless
combinations and monopolies lawful?
When all energies are directed not to l
word the reduction of the cost of pro- .
ducilon for the public benefit by a'
healthful competition. but toward new
ways and means for making penna-
ucul in a few hands the absolute con-
trol of the conditions and prices pre-
vailing in the 1011: field of industry.
then individual enterprise and effort
will be paralysed and the spirit of
commercial freedom will be dead.
. W. H. TAFT.
The White House. Dec. 5. i911.
. Got a Free Lecture.
The agent for a handsomely illus-
trated book to be sold on long time
credit-41 feast to the intellect and an
adornment to any library—leaned
against the side of the house. caught,
his breath. clinched his fist and looked
skyward.
"What's the matter?" asked a police-
maul
“i’ve met the meanest man." he an-
s‘wered. "f've heard of him. and i'vo
read about him in the papers. but I
never expected to meet him face to
face.”
"Where is he?" ,
"Up in that building." '
“How do you know he‘s the meanest
man?"
“By the way he acted. I showed
him this work of art. lectured on it
for half an hour. pointed out. the en-
gravings. and when I hinted it would
be a good thing to order what do you
think he said?"
"1 don't know." 11
"He said he never bought books.
he didn’t have to. He just waited for
some idiot of an agent to come along
and tell him all that was in ’am and
turn over the leaves while he looked
at the pictures. Nice. ian't ltd—hip.
«an. Retold.
', quiry
,day of October, 1906.
s. short, term left,
the cause of justice they are to take
office until the end of their tel 111 of
office. It also means that Messrs
Diiwofth and Bylngton will have 111
pay over the salary to Keen-s and
Duffy. The following is the memo.
reads in full. omitting ibe quoted sets
tlons of the amended charter, passed
in 1905:
The ‘Memoranda.
"The sections of the charter of the
city of Norwalk relevant to this in~
are annexed to the memoran-
dum:
"From these sections it appears that
[from the incorporation of the city in
1893 until the special act of 1905 the
mayor an!l council and certain officers
were elm-ted annually on the first
Monday at October and 10011 office on
1111». first Monday of ilic'followlng Jan-
nary.
"The Councils so circled chose an-
nually on the first Monday of Janu-
iary a city clerk and 11 commissioner
of streets and sidewalks. who took
office on the first Monday of January
.for one year, under section ‘21) of the
charter.
“tinder the special law of 190.71 p.
334. it was provided that the mayor
councilman and several other officers
elected in October of that year should
hold office from the first Monday of
January, 1900. until the third Monday
gof October. 1906, and that at the an
nual election held on the first Mom
and annually
council and
be elected to
third
thereafter. the mayor,
other officers should
hold office for one year from the
Monday of October. 1906.
“In this amendment no reference is
made to the appointive offices of city
:clerk and commissioner of streets and
sidewalks.
‘i‘Tho city clerk and such commis-
'sioncrs have always been appointed
on and held office for one your from
the first Monday of January. under
the provision of the charter.
“The inquiry is whether this amend-
ment of the charter. made. in 1905;
legislated out of office on the third
Monday of October, 1906. 1he city
clerk and such commissioner appoint-
ed for one year on the first Monday‘
of January, 1906. and established a.
new term of office. beginning on the
third Monday of October. I am fully
satisfied that it does not, and that the
term of the relstors does not termi-
nate until the first Monday of Janie
ary, 1912. and until their successors
are duly qualified and this has been
the interpretation heretofore followed
as to these officers in the city. .
“The claim that the relators have
forfeited their offices because, after
making due presentation of their
claims and protesting against the ap-
pointment of the defendants to their
respective offices. so that it was known
' by all men that they never intended
to relinquish their positions. but. pros
posed to appeal to the courts. instead
of embroiling the city business in an
embarrassing uproar is without merit.
“The essential allegations of the
complaint are found proven. and the
matter of plea constituting a des
tense are found not proven.
"There are other reasons than those
stated above which are apparent that.
confirm this conclusion. I find that fit:
justice to the city and the defendants
judgment for the relators should be
entered in spite of the shortness of.
the time involved "
Norwalk Chronicler