CURRENT LEGAL ARTICLES.
IN an exhaustive article in the Michigan Lav.1 RwicïL' for February, Professor Horace L. Wilgus sets forth "The Need of a Na tional Incorporation Law." After tracing the growth of corporations and the attempts which have been made at regulating them, he says: The thing to be regulated is the big thing, the big, menacing corporation; its national commerce is to be regulated; its holding of stock in other companies is to be regulated; its power to consolidate is to be regulated; its issue of shares is to be regulated; its pro motion and organization are to be regu lated; its competition with others through out the country is to be regulated. Professor Wilgus believes that "No power or authority to do these in the proper and uniform way resides anywhere except in the National Government," and that it would be wise "to enact a national corporation law, in such a manner as to give the National Government unequivocally the ordinary pow ers of complete control that any State has over its own corporations." To the "imagi nary danger" which some persons see in such an act, he replies: To these something in the way of answer may be suggested, (i) There is no concen tration of power,—all that is to be exercised now exists in the National Government; there is therefore no shifting of the balance of powers. (2) It has become apparent that the State governments are unequal to the task,—because they have not, and never since the Constitution have had, the power. Because they can not exercise the power, shall the National Government refuse to ex ercise it when the occasion demands, and when it was conferred upon that government to be exercised "in order to promote the general welfare" as much as any other pow er? (3) But all the civil rights that are to be so seriously affected, we now hold and al ways have held, under the same possibility of being limited, expanded, and controlled for the benefit of all, when occasion de manded. (4) But also, it is "we the people" that control in the Federal Union as well as
in the States. The National Government was created to do for the benefit of all, what the States could not do, within the terms of the Constitution. (5) The burdening of the courts might occur temporarily, but not likely to any great extent. Complexity, di versity, conflict, uncertainty, beget litigation. Simplicity, uniformity and certainty have the reverse effect. But even if otherwise the cre ation of the necessary courts is not often made a plea for refusing to relieve a threat ening condition of national extent and opera tion. (6) Such, or similar, dire results were predicted from the establishments of Na tional banks, but they proved to be imaginary and r.ot real. There seems to be but one supreme legal test involved in this method,—and that is could the National Government, if it found it necessary, or desirable, classify corpora tions according to their size and extent of operation, and require, if found necessary, all above a certain size to forego the privi lege of engaging in interstate commerce, or tax them so it would be unprofitable, unless they organize under a national act? We be lieve this question will be answered in the affirmative. The rest would depend on the wisdom of Congress. Such a national incorporation act should be liberal enough to encourage honorable in dustrial enterprises; strict enough to prevent fraud and oppression; should protect from unjust State exactions, but require complete compliance with all the laws; should permit large profits commensurate with great risks undertaken, and require the risks and liabilities to be assumed and discharged by those undertaking them; should al low extensive operations anil the power and capital necessary to carry them on, but prevent their use as a club to ob struct or detroy others as legal as they; and in general allow great things to be done or undertaken, in subservience to, but not in defiance of, the general warfare; be great to strengthen the hands and add energy to the capital of the honorable and dutiful, and be administered by a power strong and quick to smite the dishonorable and disobedient.
