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This particular power of defining reasonableness and unreasonableness,
however, the proposed law centered in the President, acting through
the Commissioner of Corporations. It provided a limited system of
federal registration for corporations, and, in a modified form, for
federal license and publicity--the two circumstances which probably
led President Roosevelt to support the measure. In effect it granted
indulgences to corporations to combine, provided they would do certain
things. The Sherman Law, as it stands to-day, was not specifically to
be repealed; it was simply to be waived in favor of those combinations
and trusts which paid the price of these indulgences. In order to
obtain absolution, the offending corporation must do two things:
register with the Bureau of Corporations and answer such questions
as might be propounded to it. The bill authorized the President to
determine precisely what information should be exacted, and also to
change from time to time the requirements regarding data. That is, for
registered corporations, it gave the executive branch of the government
absolute inquisitorial power. Registered corporations had the right
to file with the Bureau any agreement or contract or combination to
which it became a party--the precise kind of transactions made illegal
by the Sherman Act. The Commissioner had thirty days in which to
examine such contracts; if, within that period, he declared them in
reasonable restraint of trade, then they became practically legal.[L]
If not, then they could be proceeded against under the Sherman Law.
The chief point of criticism in this arrangement was the stipulation
for a thirty-day period during which the Commissioner must pass upon
these contracts. This, it was asserted, was the loop-hole by which the
corporations were to secure immunity. The Commissioner must declare
these contracts reasonable or unreasonable within thirty days; if
he failed to act upon them in that time, they became reasonable,
precisely as if he had declared them to be so. How, it has been
asked, could the Bureau possibly act intelligently within that period
upon many of the exceedingly intricate questions which would come up
for judgment? Whether a contract is reasonable, of course, largely
depends upon the way it affects prices. An examination would therefore
frequently involve an economic study of the particular trade, as well
as the organization of the particular corporation involved. It would
be necessary to go deeply into capitalization, values behind this
capitalization, cost of production, wages, transportation charges
and so on. There are said to be more than 200,000 corporations in
existence. Supposing half or a quarter should register,--how could
the Bureau possible examine them within thirty days? Would it be
possible to investigate the United States Steel Corporation within
that period? Under the suggested law, however, unless the Commissioner
Public-domain text, read in full here on John Shaqi.
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