Popular Law-making: A study of the origin, history, and present tendencies of law-making by statuteStimson, Frederic Jesup
History
Popular Law-making: A study of the origin, history, and present tendencies of law-making by statute
Stimson, Frederic Jesup
Legislation -- United States
We can trace two other decided tendencies in recent legislation about
corporations. First, the increasing effort to bring about publicity of
all such matters as well as of the annual books and accounts, well
exemplified in the Massachusetts statute; second, the usual strong
prohibitions against consolidations to permit trusts or contracts to
further monopoly. There has also been a still more recent line of
legislation to prevent corporations from holding stock in other
corporations, or, at least, in competing companies; and to prevent alien
corporations from holding land.[1] Under the strict common law no
corporation could own or hold stock in another corporation or in itself.
This has been completely departed from in practice in this country, and
though not affirmatively recognized in most statutes--the Massachusetts
statute, for instance, carefully avoids providing that the corporation
may own stock in other companies--yet the practice has been universally
ratified by the courts, if not by the implications of legislation. This
new tendency to forbid it therefore is merely a return to common-law
doctrine. Thus,[2] in 1903 only five States--Connecticut, Delaware,
Maine, New Jersey, and Pennsylvania--provided generally that a
corporation might own stock in another corporation; two States--Indiana
and Minnesota--so provided as to manufacturing or mining companies. In
New York, Ohio, and other States, a corporation could only own stock in
another corporation engaged in a similar business, or a business useful
or subsidiary, or in a corporation (New York) with which it was legally
entitled to consolidate; but the tendency of recent legislation is
precisely opposite on this point, forbidding stockholding by all
corporations in similar or competing companies, or more specifically
forbidding stockholding in similar or competing companies, as well as
stockholding by railroads in railroad companies.
[Footnote 1: See below, chap. 16.]
[Footnote 2: MacLeod, p. 203.]
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