FEDERAL REGULATION OF CORPORATIONS countries is under active consideration by Congress. The President and Commissioner Garfield have strongly urged the adoption of some legislation regulating all such cor porations, and Mr. Littlefield has recently reported a bill from the Committee on Judiciary of the House of Representatives, embodying the views of that committee, which is in full accord with the recommenda tions of the President and Commissioner Garfield. This measure is very limited in its scope, and seeks only to secure publicity respecting certain formal matters connected with the incorporation and management of com panies included within the act, such as details of organization, amount and character of capital, kind and amount of consideration paid for share-capital, amount of cash capital paid in, etc., in other words, substantially the same information that may be found in any standard Manual of Statistics. The questions presented by such legisla tion are: first, the power of Congress; second, the public policy of federal regulation; and, third, its advantages or disadvantages from the standpoint of the corporation. It is hardly profitable at this late day to discuss the question of the power of Congress to incorporate companies for the purpose of engaging in commerce between the states. The exercise of this power does not neces sarily establish its constitutional existence, but the fact that Congress has repeatedly exercised the power indicates that it has been assumed to exist under the Constitution. This has been true in the case of several of the transcontinental railroads and the Maritime Canal Company, and especially true in the case of the national banks. For a complete justification of the exercise of this power, the reader is referred to Mr. Story's work on the Constitution, and to the case of California v. Pacific Railroad Com pany (127 U. S. i). The power to create being conceded, the power to regulate must necessarily follow. As to the public policy of such regulation,
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there is considerable room for difference of opinion. The benefits to be derived by the public from, the enforcement of the provisions of the Littlefield Bill are very much exag gerated. No amount of legislation will make men honest or prevent confiding simpletons from being imposed upon. With very few exceptions, the substantial in formation required by the Bill may now be obtained from one or more sources. As a rule, the best index of the value of share capital is the stock market. Respecting the values of stocks or bonds of companies of sufficient dignity or importance to come within the list under discussion, quotations may be obtained in the markets of some or all of the large cities. A wide discrepancy is noticed in the quotations. Why is it that Bay State Gas sells at two or three dollars a share of the par value of fifty dollars, and Standard Oil sells for a premium of five hundred dollars? It is because of the difference in character, management and intrinsic values. And yet there is no report on file in the Department of Commerce giving the information necessary to form an opinion as to the investment or speculative value of these shares. The ordinary investor does not need the protection of such legislation; and, indeed, it would do him no good, if passed, for it is not available to him. Hav ing the information on the files in Washing ton will not help the confiding speculator or investor. While the advantages may be magnified, it does not follow that the provisions of the Bill or the policy involved are objectionable. As has been stated, corporations are now subject to regulation by the states, sub stantially to the extent of the proposed regulation, and there is certainly nothing in the portions not covered by existing state regulations, which can reasonably be ob jected' to by any corporation entitled to engage in commerce between the states and foreign nations. It has been urged that this policy is an extension of the tendency towards central
