The Stock Exchange from WithinVan Antwerp, William C. (William Clarkson)
History
The Stock Exchange from Within
Van Antwerp, William C. (William Clarkson)
New York Stock Exchange; Stock exchanges
A holding company represents the greatest concentration of power in
a body of directors and the extreme of helplessness on the part of
shareholders. A corporation may be so organized that its bonds and
preferred stock represent the greater part of its capital, while the
common stock represents the actual control. Then, if a second company
acquires a majority of the common stock, or a majority of the shares
that are likely to be voted at elections, it may control the former
company, and as many other companies as it can secure. The shareholders
of the subsidiary companies may be thus practically deprived of power
to protect themselves against injurious measures and even to obtain
information of what the holding company is doing, or intends to do,
with their property.
As a first step toward mitigating this evil we suggest that the
shareholders of subsidiary companies, which are dominated by holding
companies, or voting trusts, shall have the same right to examine the
books, records, and accounts of such holding companies, or voting
trusts, that they have in respect of the companies whose shares they
hold, and that the shareholders of holding companies have the same
right as regards the books, records, and accounts of the subsidiary
companies. The accounts of companies not merged should be separately
kept and separately stated to their individual stockholders, however
few they may be.
We may point out the fact that the powers which holding companies
now exercise were never contemplated, or imagined, when joint stock
corporations were first legalized. If Parliament and Legislatures had
foreseen their growth they would have erected barriers against it.
RECEIVERSHIPS
Our attention has been directed to the well-known abuses frequently
accompanying receiverships of large corporations, and more especially
public service corporations, and the issue of receivers’ certificates.
We feel that the numerous cases of long-drawn-out receiverships, in
some instances lasting more than ten years, and of the issue of large
amounts of receivers’ certificates, which take precedence over even
first mortgage bonds, are deserving of most serious consideration.
Legislation providing for a short-time limitation on receiverships or
for a limitation of receivers’ certificates to a small percentage of
the mortgage liens on the property, could be rendered unnecessary,
however, by the action of the courts themselves along these lines,
so as to make impossible in the future the abuses which have been so
common in the past.
EFFECT OF THE MONEY MARKET ON SPECULATION
It has been urged that your committee consider the influence of the
money market upon security speculation.
Public-domain text, read in full here on John Shaqi.
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