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5. FOREIGN CORPORATION LAW.

Origin, organization, powers, and duties of Board of Trade of England.

Management and control of corporations and organizations: England and the United States.

English companies' acts: Topical analysis, with schedules and tables; orders and rules for winding up companies.

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The Bureau has considered carefully and at length the various Federal and State statutes dealing with illegal industrial combinations, the so-called “anti-trust” laws, and has prepared for publication a volume upon this subject.

Summarized briefly, this publication will contain the following subject matter:

A general survey of Federal and State "anti-trust" laws, with especial reference to their historical growth and operation.

Tables of “anti-trust” laws, showing in tabular and condensed form, so as to be readily available and easily comparable, the provisions of such laws, including the sectional distribution of State laws; Federal decisions under the Sherman anti-trust act, and cases arising in Federal and State courts under State "anti-trust” laws.

A detailed description of Federal and State "anti-trust” legislation by States, with a discussion of their operation and effect.

A compilation in full of Federal and State “anti-trust" laws.
The Sherman anti-trust act annotated and discussed.
Digest of cases arising under the Sherman anti-trust act.

A digest and discussion of cases involving common-law principles as to combinations in restraint of trade.

Federal and State laws against conspiracy.
A bibliography of the literature upon this entire subject.

ECONOMIC INVESTIGATIONS.

Prior to the beginning, in March, 1904, of the investigation of the meat-packing industry, the Commissioner did not undertake to secure information regarding corporations and industrial combinations by addressing inquiries directly to them. It was considered necessary to lay a foundation on which such direct investigations could be intelligently and effectively conducted. With this object the Bureau bas aimed to compile from sources already existing all available information regarding certain leading combinations, and to analyze carefully the material so gathered. In this way it has been possible to form preliminary judgments regarding the economic and financial practices and effects of the combinations investigated, and to determine the lines of further original inquiry, both with respect to the combinations studied in this special manner sand, more broadly, with respect to combinations in general,

Digests of information of the character described have already been prepared, or are in course of preparation, concerning several corporations and combinations. The general scope of these digests is shown in the condensed outline below. This outline is followed generally in each investigation, with such modifications as the special nature of the material may dictate. .

OUTLINE FOR DIGESTS OF INFORMATION. Organization:

Formal description of present corporation or combination-State of incorpora

tion, charter, form of organization, nature of business, officers, and directors.

History of organization, constituent or antecedent corporations, etc. Capitalization:

Formal statement of amount of securities, dividends, and market value of shares. History of promotion and capitalization-basis of issue of securities, profits of

promoters, etc.

Capitalization in relation to tangible valve and earning capacity of plants.
Financial reports of the corporation.
Control of plants and production--competition:

History and general description of concerns and plants controlled.
Control of output. Character and effectiveness of competition.
Restriction of output.

Competitive methods-local price cutting, railroad discriminations, etc.
Prices and cost of production:

Prices statistics and analysis; comparison with raw material and by-products;

effect of combinations and of other influences. Cost of production and profits.

Economies effected by combination.
Tariff, exports and imports:

Description of present and earlier duties.
Imports and exports.
Production, costs, and productive conditions in foreign countries.
Tariff policy of foreign countries.
Comparative foreign and domestic prices.

Export prices of American products.
Labor conditions.

On the basis of the general study of available information concerning their business, preliminary outlines of inquiries to be addressed directly to the companies have been prepared.

In addition to these more extended investigations many briefer reports and memoranda have been prepared regarding individual corporations, or regarding methods of investigation, sources of information, and the like.

INVESTIGATION OF BEEF INDUSTRY.

On March 18, 1904, a resolution was passed by the House of Representatives, directing the Secretary of Commerce and Labor to investigate the alleged beef combination. The Secretary of Commerce and Labor directed the Bureau of Corporations to conduct the inquiry called for in the resolution. An extended special report on this subject will shortly be submitted.

Special agents, with clerical assistants, have been constantly in the field since April. They have secured comprehensive statistics, chiefly relating to the prices of cattle and of beef, from the records of all the companies in the alleged combination, and also from independent packers, commission men, retail dealers, and other sources. They have interviewed a large number of independent packers, commission men, cattle raisers, meat dealers, and other persons, with a view to ascertaining facts and opinions relating to the existence of a combination, the movements of prices, the causes of such movements, and the general conditions of the cattle and beef industry.

THE INSURANCE WORK OF THE YEAR.

In the last paragraph of section 6 of the act there is included a clause in which a special direction is contained covering the question of insurance. A careful compilation of the insurance laws of the various States is being made, based upon a uniform outline. For this purpose the following outline was prepared. Under it the laws relating to insurance in each State are being compiled, and a given topic in insurance can be readily compared for every State by reason of the arrangement of the plan under which each is compiled.

General outline adapted to all of the States, covering the important

provisions relating to insurance legislation.

ARTICLE I.

SUPERVISION.

Index
No.

I. In whom reposed. 1

(a) Official title. 2

(b) Qualifications. 3

(c) How selected. 4

(d) Term of office. 5

(e) Compensation. 6

(f) Bond. 7

(g) Seal of office. 8

(h) Office force and duties.
II. Expense of.
9

(a) How defrayed.
III. Powers and duties of commissioner.

(a) Certificate of authority.

(1) To agents. 11

(2) To companies. 12

(3) Revocation of.

(b) Examination of companies. 13

(1) Scope of. 14

(2) When made. 15

(3) Publication of. 16

(4) Expense of. 17

(5) Penalty for refusal to submit to, H, Doc. 165, 58-3- -5

10

Index
No.

18

19 20

III. Powers and duties of commissioner-Continued.

(c) Fees, taxes, and charges.
(d) Statements of companies, blank forms for.

(1) To prescribe.

(2) To furnish.
(e) Report of commissioner.

(1) To whom and when made.

(2) Contents of.
(f) Proceedings against companies.

ARTICLE II.

21 22 23

PROVISIONS APPLICABLE TO ALL COMPANIES.

24 1. Advertisements, requirements as to.

Il. Agent. 25

(a) Definition of. 26

(b) Embezzlement by. 27

(c) Personal liability of. 28

(d) Resident agent law. III. Capital 29

(a) Amount of. 30

(b) Investment of. 31

(c) Impairment of. 32 IV. Contract of insurance defined. 33 V. Corporate name and location.

VI. Deposits. 34

(a) Amount of. 35

(b) Investment of. 36

(c) With whom made. 37

(d) Withdrawal of. 38 VII. Insurable interest. 39 VIII. Limit of single risk. 40 IX. Misrepresentation and fraud. 41 X. Real property, restrictions as to holding. 42 XI. Reinsurance, requirements as to. 43 XII. Emergency, reinsurance reserve, or guaranty fund, and the valuation

of policies. 44 XIII. Restrictions as to engaging in any business other than insurance. 45 XIV. Service of process.

XV. Statements and reports by companies. 46

(a) With whom and when filed. 47

(b) Contents of. 48

(c) Publication of. 49 XVI. Suits, limitation of time of instituting. 50 XVII. Taxation. 51 XVIII. General penalties.

ARTICLE III.

PROVISIONS APPLICABLE TO FOREIGN COMPANIES.

52 53 54 55 56 57

I. Admission of, requirements as to.

(a) Capital
(b) Deposits.
(c) Documents to be filed with the commissioner.
(d) Appointment of attorney.
(e) Restriction as to removal of suits.
(f) Other requirements.

ARTICLE IV.

PROVISIONS APPLICABLE TO DOMESTIC COMPANIES. Index

No. 58 I. Organization and incorporation. 59 II. Subject to general pertinent incorporation law.

III. Dividends, or distribution of surplus. 61 IV. Consolidation of. 62 V. Personal liabilities of members, stockholders, directors, trustees, or officers. 63 VI. Insolvency and receiverships.

60

ARTICLE V.

PROVISIONS APPLICABLE TO FIRE AND MARINE INSURANCE COMPANIES.

64

I. Definitions of, or limitations as to business. 65 II. Anti-coinsurance. 66 III. Anti-compact or anti-trust.

IV. Cancellation of policy. 67

(a) Prohibited without notice. 68

(b) Premiums to be returned. 69 V. Duration of policy, limitation as to. 70 VI. Fire, notification in case of. 71 VII. Insurance in unauthorized companies. 72 VIII. Policy must designate the kind of company. 73 IX. Policy to contain conditions in full. 74 X. Standard policy. 75 XI. Valued policy law.

ARTICLE V (a). 76

PROVISIONS APPLICABLE TO LLOYD'S COMPANIES.

ARTICLE VI.

PROVISIONS APPLICABLE TO LIFE, HEALTH, AND ACCIDENT INSURANCE COMPANIES. 77 I. Definitions of, or limitations as to business. 78 II. Application, copy of, to be furnished applicants. 79 III. Beneficiary's exemption. 80 IV. Change of beneficiary.

V. Discriminations prohibited. 81

(a) Anti-rebate. 82

(b) Against negroes. 83

(c) Other discriminations. 84 VI. Forfeiture of policies without notice. 85 VII. Incontestibility of policies. 86 VIII. Medical examination, requirements as to. 87 IX. Minimum premium to be charged. 88 X. Registered policies and annuity bonds, requirements as to. 89 XI. Surrender value of lapsed or forfeited policies.

ARTICLE VI (a).

PROVISIONS APPLICABLE TO ASSESSMENT LIFE COMPANIES.

90 91 92 93 94 95

I. Definition of, or limitations as to business.
II. Designation of principal office.
III. Exemption of certain societies.
IV. Age limit.

V. Notice of assessment.
VI. Policy to state maximum amount.
H. Doc. 165, 58-3--3

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