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
The practice of permitting the free holding of stock by corporations,
and especially by holding corporations, has been undoubtedly harmful
to the public, and to the public morals, and has been the main cause
making possible the speedy acquisition of immense private fortunes.
The stockholding trust or the device by which (as in the Rock Island
Railway system) a corporation is created for the purpose of holding
half the stock of the real corporation and then possibly a third
corporation, still to hold half the stock in the second, each of them
parting with the other half, obviously makes possible the control
of immense properties by persons having a comparatively small real
interest. It is a mere arithmetical proposition, for instance, in the
case mentioned, that whereas in one corporation it takes one-half of
the stock to control it, the first holding company will enable it
to be controlled by one-fourth and the second by one-eighth of the
original stock. Legislation should properly be much more drastic on
this point; but indeed our whole corporation legislation seems rather
to have been drawn by able lawyers with a view of protecting the
corporation or the person who profits by the abuse thereof, than with
a real desire to apply intelligent and practicable remedies to the
situation. Thus, until very recently, if now, there has been no
legislation along this great line of preventing the holding and
governing of corporations by such a system of Chinese boxes; nor has
there been up to date any legislation whatever along the other great
line of excluding objectionable corporations from doing business in
the State, which any State has, except as to interstate commerce
corporations, the unquestioned right to do. This right will, of
course, disappear entirely if the recommendation of the present
administration for a general Federal corporation law be adopted. The
invention of the corporate share enables a clever few to control the
many; a small minority to control the vast bulk of the real interest
of all property in the country; the problem has obviously proved too
great for popular intelligence, for so far little real legislation in
the people's interest has been effected. Like most ancient popular
prejudices, however, the blind instinct against corporations, common
among our Populists, has a strong historical basis; it comes directly
down from the prejudice against Mortmain, the dead hand, and from that
against the Roman law; for corporations were unknown to the common
law, and legislation against Mortmain dates from Magna Charta
itself.[1]
[Footnote 1: The legislation against trusts, as it existed up to 1900,
will be found at the back of vol. II of the "Reports of the United
States Industrial Commission."]
Public-domain text, read in full here on John Shaqi.
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