"MY DEAR SIR,--It being designed, if possible, to provide for a reorganization of the Pittsburg, F. W. and Chicago R. R. Co. during the present year, such legislation as is necessary should be obtained at the present sessions of the Legislatures of Penn. and Ohio. That would be expedient even if we were to wait for legislation in Indiana and Illinois until next winter. But I do not think it is necessary so to wait. I suppose that a corporation created by one of the States in which the road is situate, if endowed by the law of its creation with the capacity to exercise its functions in the other States, may hold and operate the road in those States if the sovereigns there will allow it to do so. I suppose that express permission is not necessary. It may do so on the principle of comity, unless prohibited by the legislation or declared public policy of those States. It may still be prudent to get the assent of those States declared legislatively. The act which governs the constitution of the corporation may be obtained in Penn. That will avoid any question as to the operation of the clause of your constitution imposing a personal liability upon stockholders. In Indiana there is a general law adequate to enable us to reorganize a corporation of that State. Its Legislature, like that of Illinois, does not meet till next year. There is nothing in the statutes or decisions of Illinois to prevent a corporation of Penn. or Indiana from holding and operating a railroad in Illinois. I presume there is not in Ohio, but that I have not investigated, as it is wiser to have an act of recognition. In Penn. the statutes of _mortmain_ exist by judicial adoption, and no foreign corporation can hold real estate there without express permission. "We propose, then, immediately to get what we can, viz., a parent act from Penn. and an act of recognition from Ohio. "The act for Penn. was finally agreed upon between Mr. Campbell and me yesterday, and was taken by Mr. Ogden to Mr. Cass to be passed. I will send you a copy as soon as I get one. "I have drawn and send herewith what I deem to be a suggestion towards the bill proper to be passed by your Legislature. "There may be a disposition to add some provision bringing the corporation under the jurisdiction of Ohio. You must be careful that nothing of this kind is done in such general terms as to bring the stockholders under the operation of your Constitution or laws as to personal liability. "I would like to have you revise this bill and put it in motion. We must rely on you and Judge Thompson to have it passed. It would be prudent to urge it forward as fast as possible. "I enclose some passages cut from my points in a recent case, which touch on the questions I have alluded to.