Other People's Money, and How the Bankers Use ItBrandeis, Louis Dembitz
History
Other People's Money, and How the Bankers Use It
Brandeis, Louis Dembitz
Banks and banking -- United States; Finance -- United States
As the _nexus_ of “Big Business” the Steel Corporation stands, of
course, preëminent. The Stanley Committee showed that the few men who
control the Steel Corporation, itself an owner of important railroads,
are directors also in twenty-nine other railroad systems, with 126,000
miles of line (more than half the railroad mileage of the United
States), and in important steamship companies. Through all these
alliances and the huge traffic it controls, the Steel Corporation’s
influence pervades railroad and steamship companies--not as carriers
only--but as the largest customers for steel. And its influence with
users of steel extends much further. These same few men are also
directors in twelve steel-using street railway systems, including some
of the largest in the world. They are directors in forty machinery
and similar steel-using manufacturing companies; in many gas, oil and
water companies, extensive users of iron products; and in the great
wire-using telephone and telegraph companies. The aggregate assets of
these different corporations--through which these few men exert their
influence over the business of the United States--exceeds sixteen
billion dollars.
Obviously, interlocking directorates, and all that term implies, must
be effectually prohibited before the freedom of American business can
be regained. The prohibition will not be an innovation. It will merely
give full legal sanction to the fundamental law of morals and of human
nature: that “No man can serve two masters.” The surprising fact is
that a principle of equity so firmly rooted should have been departed
from at all in dealing with corporations. For no rule of law has,
in other connections, been more rigorously applied, than that which
prohibits a trustee from occupying inconsistent positions, from dealing
with himself, or from using his fiduciary position for personal profit.
And a director of a corporation is as obviously a trustee as persons
holding similar positions in an unincorporated association, or in a
private trust estate, who are called specifically by that name. The
Courts have recognized this fully.
Thus, the Court of Appeals of New York declared in an important case:
“While not technically trustees, for the title of the corporate
property was in the corporation itself, they were charged with the
duties and subject to the liabilities of trustees. Clothed with
the power of controlling the property and managing the affairs of
the corporation without let or hindrance, as to third persons, they
were its agents; but as to the corporation itself equity holds
them liable as trustees. While courts of law generally treat the
directors as agents, courts of equity treat them as trustees, and
hold them to a strict account for any breach of the trust relation.
For all practical purposes they are trustees, when called upon in
equity to account for their official conduct.”
NULLIFYING THE LAW
Public-domain text, read in full here on John Shaqi.
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