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of private rights. It appears, therefore, that the means provided by Congress are constitutional and peculiarly appropriate for carrying out the intricate, far-reaching, and delicate work that the proper execution of this constitutional power calls for.
The powers of the Bureau of Corporations are described largely by reference to those of the Interstate Commerce Commission. The chief difference between the two administrative bodies is that while information is collected by the Interstate Commerce Commission mainly for the purpose of enforcing a law, the information to be collected by the Bureau of Corporations is to be used for the purpose of making law-a more fundamental and primary corollary of the legislative function, more intimately connected with the constitutional power of regulating interstate commerce, and carrying with it therefore as great, if not greater, authority for the obtaining of information over the subject-matter in question.
That the end-the regulation of interstate commerce-is legitimate and within the scope of the Constitution, and that the means-the Bureau of Corporations and its powers-are appropriate, are adapted to that end, are not prohibited, and are consistent with the letter and spirit of the Constitution, is indisputable; and the creation of the Bureau of Corporations for the purpose specified and with the powers given in its organic act, is a constitutional exercise of the legislative power of Congress.
The jurisdiction of the Bureau, by the organic act, extends over all agencies, other than individuals, engaged in interstate and foreign commerce, except common carriers under the jurisdiction of the Interstate Commerce Commission, and is limited only by the decisions of the Supreme Court of the United States defining "interstate and foreign commerce." It is unwise, even were it possible, to attempt here to summarize or restate such definitions. From the earliest opinion of Chief Justice Marshall, i. e., "that commerce is intercourse," there has been a gradual development or elaboration of the definition in accordance with the growth and change of commercial conditions, until now practically all the great industries may be considered subject to Federal authority for certain purposes under the commerce clause of the Constitution.
WORK OF THE BUREAU.
The work of the Bureau falls naturally into the following divisions: (a) Special investigations of particular corporations, joint stock companies, or corporate combinations engaged in interstate and foreign commerce. For this purpose the Commissioner is given power to compel the production of testimony.
(b) The collection and publication of useful information regarding corporations engaged in interstate and foreign commerce.
(c) Insurance companies are included specifically under the work of obtaining useful information; but because of the decisions of our courts regarding insurance the question of the power of the Commissioner over insurance companies requires special consideration.
Federal control over insurance and the exercise over insurance corporations of the compulsory powers of the Commissioner rest upon the same legal basis, raising at the outset the question whether insurance is in any of its forms interstate commerce.
A long line of decisions of the Supreme Court of the United States, commencing with Paul v. Virginia (8 Wall., 168), established the legal proposition that insurance was not interstate commerce in any of its forms-fire, life, or marine-as presented to the court. This line of decisions has been further supported by the uniform holdings of State courts.
If this legal proposition is irrevocably settled, the powers of the Commissioner relative to insurance are purely of a statistical, voluntary, non-compulsory nature. He may collect, compile, and publish such information as may be voluntarily furnished to him, but he can not compel the production of such information, nor would he be justified in recommending any Federal legislation directed at Federal control of insurance. The rapid development of insurance business, its extent, the enormous amount of money and the diversity of interests involved, and the present business methods suggest that under existing conditions insurance is commerce, and may be subjected to Federal regulations through affirmative action by Congress. The whole question is receiving most careful consideration upon both legal and economic grounds.
(d) Legal research.-A most important branch of work is the determination of the entire legal situation applicable to the Bureau, to its powers, and to its present and future work, developing the same along the following lines:
1. Compiling and digesting court decisions applicable to the Bureau, to its powers of investigation, its legal status and the means by which it shall perform its functions, and to the great questions and problems which are before the Bureau.
2. Compiling and digesting Federal and State statute laws relating to the purposes of the Bureau.
3. Compiling and comparing the laws of foreign countries upon kindred subjects.
4. Compiling and digesting in summarized and available form facts showing the actual operation of such laws now in existence.
5. Preparing in outline such possible and desirable modifications of existing laws relating to the subject-matter of the Bureau's work as may be from time to time indicated by development of that work.
6. Determining the legal relations that would be established by H. Doc. 165, 58-3- -3
the enactment of such possible modifications with especial reference to the effects thereof on State laws, and the inter-relation of Federal and State jurisdictions.
(e) Economic and statistical work.-In this work there will be the greatest possible use of all material available from other Government offices in order to avoid unnecessary duplication of effort, expense, and almost inevitable conflict in results. Statistics will be compiled and published only for the purpose of properly presenting the special problems with which the Bureau is dealing. The economic work will necessarily be of vital importance in preparing and presenting the results of special investigations, and in rightly interpreting the mass of information obtained.
POWERS OF THE COMMISSIONER.
The powers of the Bureau are vested in the Commissioner of Corporations; he is the head of the Bureau, has all the usual powers necessary for its administration, and upon him is conferred the authority for carrying out the purposes of the Bureau's creation.
The power of investigation and report is stated directly, but in general terms, in the organic act.
The details, exact extent, and machinery for exercising these general powers are established by reference in said act to the statutory powers of the Interstate Commerce Commission.
To determine fully the powers of the Commissioner it is necessary, therefore, to consider the powers of the Interstate Commerce Commission, with reference to their applicability to the character and purpose of the Bureau of Corporations.
From this it appears that the powers of the Commissioner are as follows:
Subject to the direction of the Secretary of Commerce and Labor, to investigate the organization, conduct, and management of corporations (other than common carriers) engaged in interstate commerce; to compel by subpoena the attendance of witnesses, and the production of books, papers, and documents for such purpose; to administer oaths; to obtain the aid of the Federal courts in the procuring of such testimony; to require reports from such corporations; to investigate the legal conditions applicable to such corporations, and the legal questions raised thereby; and to report to the President the information so acquired. The Commissioner may determine the form of procedure in investigations, subject to the qualification that hearings may not be in public.
The Commissioner has no judicial powers, nor can he make or enforce any orders against corporations or private individuals other than those directly necessitated in procuring information. He can impose no
fines or penalties. Even within the scope of his duties, he must invoke the aid of a Federal court for the enforcement of his proper orders or requirements.
Many specific powers of the Interstate Commerce Commission, relating to (a) the issuance of orders for remedial action, (b) enforcement of such orders, (c) decisions on contests between individuals, (d) matters exclusively concerning railroads and common carriers, and (e) details as to composition, salary, and internal administration of the Commission, are clearly inapplicable to the character and purpose of the Bureau of Corporations, and may not be exercised by the Commissioner.
He can not make investigations, or procure or furnish information by means of his compulsory powers, for the purpose of enforcing penal provisions other than those contained in the organic act of the Bureau, nor can he furnish information so procured to private individuals for their personal use.
His compulsory investigatory powers are further limited by the rights of privacy of the citizen, which may not be invaded by inquiry except for a definite constitutional and legal object, and only such matters may be investigated as relate to and give information upon the objects of the Bureau and its work.
His entire compulsory powers of inquiry are further confined to the consideration of facts relating to corporations, joint stock companies, or corporate combinations.
A more general, though non-compulsory power is also conferred upon the Commissioner to collect, compile, and publish, under direction of the Secretary of Commerce and Labor, useful information concerning corporations in the United States engaging in interstate or foreign commerce, including those engaged in insurance.
He shall also perform such other duties as may hereafter be provided by law.
LEGAL WORK OF THE YEAR.
The objects toward which the legal work of the Bureau has been directed are as follows:
(1) To ascertain as fully as possible and present in available form the legal conditions under which corporate business is now being carried on, in so far as such conditions are peculiar to such corporate business.
(2) To ascertain and develop fully, from court decisions and otherwise, those constitutional powers and restrictions upon which present conditions are based, and also those which must necessarily be involved in any future legislation for the improvement of the present legal corporate conditions.
In pursuance of these general purposes, the legal work of the year has been as follows:
I. INVESTIGATION OF STATE AND TERRITORIAL CORPORATION LAWS
To determine the legal conditions of corporate business, it was necessary to obtain a complete record of the statute law governing the creation and operation of corporations, reduced to such shape that the statutory provision relating to a given topic, in any State, would be immediately available. An early undertaking, therefore, was a compilation of State and Territorial statute law relating to industrial corporations. The plan of this compilation differs in several particulars from the plan followed in other compilations of the same general character.
From the whole body of corporation law, the provisions relating to selected topics only were extracted; but the topics selected were intended to embrace every statutory provision that goes to make up all the substantive law of private corporations of the ordinary business or industrial type, and only such topics were omitted as relate to matters of practice and matters of form or detail. Thus, the heads under which the various provisions were collected are: "Structure and organization;" "Purposes and powers;" "Limitations and restrictions;" "Management;" "Amendments and changes;" "Rights and liabilities;" "Corporation and State;" "Intercorporate relations;” "Trusts and monopolies;" "Foreign corporations;" "General property tax," and "License tax." Under these general heads fall others, which are more specific, and these in turn embrace the particular topics selected (aggregating a total of 106). The various topics are numbered consecutively, and while the laws of each State are separately compiled, the same arrangement and enumeration is preserved in every case, in order to facilitate reference and comparison.
The following is the structural arrangement adopted by the Bureau:
State and Territorial statute law relating to industrial corporations.
ART. I.-STRUCTURE and ORGANIZATION.
SEC. A. Charter.
(Name of State).
(1) Nature and contents.
SEC. B. By-laws.
(2) When adopted.
(3) By whom.
(5) Assent prescribed.
SEC. C. Membership.
(6) How constituted.
(7) Evidence of—when required.