Page:Harvard Law Review Volume 32.djvu/739

POWERS OF CORPORATIONS CREATED BY CONGRESS 703 which should be given to it, and says that in that case the dis- cretion of Congress was disregarded and judicial discretion put in its place, but the fact remains that the powers of Congress are eniunerated and Umited, and the creation of a corporation is not in itself one of the enumerated powers, but only a means of exer- cising one or more of those powers, and it seems to be clear that Congress, by adopting a corporation as a means, cannot thereby acquire power to do anything which under the constitution is be- yond the sphere of its authority and therefore reserved to the states. It is within the sphere of the power to regulate commerce that there is the greatest latitude for the exercise of the discretion of Congress as to what is appropriate and relevant for making a corporation efficient for exercising the powers given to it with a view to carrying this power into execution. I shall not attempt to discuss the question whether or to what extent Congress may authorize transportation or trading com- panies to manufacture goods to be used in interstate or foreign commerce. It may well be that even more general powers will be claimed to be necessary for the successful operation of federal corporations organized for the development of American trade with foreign countries. It is important to consider that corporations created by Con- gress will have certain advantages over corporations organized under state laws. They will not be foreign corporations which may be excluded from doing business in the states or be subject to regu- lation. They will not be on a par with corporations organized by Congress in the territories or the District of Columbia: being or- ganized under an act of Congress their rights are derived from the laws of the United States. In O shorn v. Bank of the United States ^^ Chief Justice Marshall, speaking of the bank, said: "It is not only it- self the mere creature of a law, but all its actions and all its rights are dependent on the same law. Can a being, thus constituted, have a case which does not arise hterally, as well as substantially, under the law? " and it was settled in that case that a suit by or against a corporation chartered by the United States is one arising under a law of the United States and subject to the jurisdiction of the United States courts without regard to difference of citizenship. So also « 9 Wheat. (U. S.) 738, 823 (1824).