license and property tax (1888); Pennsylvania tax on messages outside of State (1888); Alabama tax on gross receipts (1889); Pennsylvania license ordinance (1904).1 Foreign Corporation Tax Laws The Court has sustained the following five State tax laws: Pennsylvania foreign corporation tax law (1888); New York tax on franchise or business (1892); Ohio filing fee (1894); New York tax on property (1898); Wisconsin tax (1903).2 It has held invalid the following five: Pennsylvania license fee for office in State (1890); Kansas foreign corporation law (1910); Kansas tax on capital stock of foreign corporation (1910); Arkansas tax on capital stock (1910); Kansas charter fee (1910).3 Salesmen Tax Laws The Court has upheld the following seven State laws taxing or licensing traveling salesmen, drummers, etc.: Tennessee tax on sewing machine peddlers (1880); Tennessee license fee on merchandise brokers (1892); Georgia emigrant agent license tax (1900); Tennessee merchants' tax (1904); Georgia tax on resident agents of foreign meat packers (1905); South Dakota liquor drummers' license tax (1907); Pennsylvania retail vendor tax (1911).4 It has held invalid the following fourteen: Missouri and Wisconsin license taxes for drummers (1876) (1877); Virginia sewing-machine vendors' license law (1881); Michigan nonresident liquor salesmen tax (1886); Maryland drummer tax (1887); Tennessee drummer tax (1887); Texas drummer license law (1888); District of Columbia commercial agents' license tax (1889); California tax on agent to solicit business outside State (1890); Pennsylvania drummer act (1894); Tennessee drummer act (1902); North 1 Pensacola Tel. Co. vs. W. U. Tel. Co. (1878) 96 U.S. 1; W. U. Tel. Co. vs. Texas (1882) 105 U.S. 460; W. U. Tel. Co. vs. Pendleton (1887) 122 U.S. 347; Ratterman vs. W. U. Tel. Co. (1888) 127 U.S. 411; Leloup vs. Mobile (1888) 127 U.S. 640; W. U. Tel. Co. vs. Pennsylvania (1888) 128 U.S. 39; W. U. Tel. Co. vs. Alabama (1889) 132 U.S. 472; Postal Tel. Co. vs. Taylor (1904) 192 U.S. 64. 2 Pembina Con. Silver Min. Co. vs. Pennsylvania (1888) 125 U.S. 181; Horn Silver Min. Co. vs. New York (1892) 143 U.S. 305; Ashley vs. Ryan (1894) 153 U.S. 436; New York vs. Roberts (1898) 171 U.S. 658; Diamond Glue Co. vs. U.S. Glue Co. (1903) 187 U.S. 611. And see as to other foreign corporation laws: 113 U.S. 727; 119 U.S. 110; 132 U.S. 282. 3 Norfolk etc. R.R. vs. Pennsylvania (1890) 136 U.S. 114; International Text Book Co. vs. Pigg (1910) 217 U.S. 91; W. U. Tel. Co. vs. Kansas (1910) 216 U.S. 1; Ludwig vs. W. U. Tel. Co. (1910) 216 U.S. 146; Pullman Co. vs. Kansas (1910) 216 U.S. 56. Machine Co. vs. Gage (1880) 100 U.S. 676; Ficklen vs. Shelby Co. etc. (1892) 145 U.S. 1; Williams vs. Fears (1900) 179 U.S. 270; Amer. Steel & Wire Co. vs. Speed (1904) 192 U.S. 500; Kehrer vs. Stewart (1905) 197 U.S. 60; Delamater vs. South Dakota (1907) 205 U.S. 93; Banker Bros. Co. vs. Pennsylvania (1911) 222 U.S. 210. Carolina picture drummer license act (1903); Pennsylvania drummer act (1906); Alabama license for sales agents act (1910).1 Imports and Miscellaneous Tax Laws The Court has upheld the following ten State laws dealing with property from other States or in transit: Louisiana tax on coal (1885); New Hampshire tax on logs (1886); Michigan tax on floating logs (1903); Missouri ordinance specifying use of Trinidad asphalt (1904); North Carolina license tax on sewingmachines shipped C. O. D. (1903); North Carolina meat packing house tax (1906); New York stock transfer tax (1907); Alabama license tax on buying and selling futures (1908); Iowa and Indiana laws as to commercial feeding stuffs (1912) (1912).2 It has held invalid the following four: Pennsylvania tax on original packages (1878); Wyoming tax on sheep driven through the State (1903); Tennessee tax on property product of soil of other State (1908); Kansas act prohibiting gaspipe lines (1911).3 Wharfage, Vessels, and Immigrant Tax Laws The Court has upheld the following five State laws: Iowa wharfage tonnage toll ordinance (1877); Mississippi wharfage rates ordinance (1880); Kentucky wharfage fee ordinance (1882); West Virginia wharfage fees (1883); Louisiana wharfage rates act (1887).* It has held invalid the following six: Alabama vessels tax law (1873); New York and Louisiana immigrant tax law (1876); Maryland discriminatory wharfage fees act (1880); New York immigrant tax law (1883); Louisiana towboat license tax law (1884); Illinois tugboat license tax law (1893).5 1 Welton vs. Missouri (1876) 91 U.S. 275; Morrill vs. Wisconsin (1877) 154 U.S. 626; Webber vs. Virginia (1881) 103 U.S. 344; Walling vs. Michigan (1886) 116 U.S. 446; Corson vs. Maryland (1887) 120 U.S. 502; Robbins vs. Shelby Co. (1887) 120 U.S. 489; Asher vs. Texas (1888) 128 U.S. 129; Stoutenburgh vs. Hennick (1889) 129 U.S 141; McCall vs. California (1890) 136 U.S. 104; Brennan vs. Titusville (1894) 153 U.S. 289; Stockard vs. Morgan (1902) 185 U.S. 27; Caldwell vs. North Carolina (1903) 187 U.S. 622; Rearick vs. Pennsylvania (1906) 203 U. S. 507; Dozier vs. Alabama (1910) 218 U.S. 124. 2 Brown vs. Houston (1885) 114 U.S. 622; Coe vs. Errol (1886) 116 U.S. 517; Diamond Match Co. vs. Ontonagon (1903) 188 U.S. 82; Field vs. Barber Asphalt Co. (1904) 194 U.S. 618; Norfolk etc. R. R. vs. Sims (1903) 191 U.S. 441; Armour Packing Co. vs. Lacy (1906) 200 U.S. 226; Hatch vs. Reardon (1907) 204 U.S. 152; Ware vs. Mobile Co. (1908) 209 U.S. 405; Standard etc. Co. vs. Wright (1912) 225 U.S. 540; Savage vs. Jones (1912) 225 U.S. 501. 3 Cook vs. Pennsylvania (1878) 97 U.S. 566; Kelley vs. Rhoads (1903) 188 U.S. 1; I. M. Darnell & Son Co. vs. Memphis (1908) 208 U.S. 113; West vs. Kan. Nat. Gas Co. (1911) 221 U.S. 229. 4 Keokuk etc. Co. vs. Keokuk (1877) 95 U.S. 80; Vicksburg vs. Tobin (1880) 100 U.S. 430; Cincinnati etc. Co. vs. Catlettsburg (1882) 105 U.S. 559; Parkersburg etc. Co. vs. Parkersburg (1883) 107 U.S. 691; Ouachita etc. Co. vs. Aiken (1887) 121 U.S. 444. 5 Morgan vs. Parham (1873) 16 Wall. 471; Henderson vs. Wickham (1876) 92 U.S. 259; Guy vs. Baltimore (1880) 100 U.S. 434; New York vs. Comp. Gen. Trans. (1883) 107 U.S. 59; Moran vs. New Orleans (1884) 112 U.S. 69; Harman vs. Chicago (1893) 147 U. S. 396. Bridge and Ferry Tax Laws The Court has upheld the following State laws: Kentucky bridge tax (1891) (1897) (1899); Illinois bridge stock tax (1900).1 GENERAL SUMMARY The result of the above analysis of the decisions of the Court on the statutes passed under the police power and involving obligation of contract and interstate commerce (excluding all tax legislation and confining the inquiry to that legislation enacted for the general public welfare as distinguished from legislation for revenue purposes) may be summed up as follows. Of the 158 cases on obligation of contracts, 131 statutes were held constitutional and twenty-seven unconstitutional; but of these twentyseven, sixteen related simply to legal remedies of creditors and debtors, and only eleven to general social and economic questions. Of the 144 cases on interstate commerce, 106 statutes were held constitutional, and thirty-eight unconstitutional; but of these thirtyeight, thirteen related to interference by the State with the running of interstate trains, and only twenty-five to other general social and economic questions. Of a total of 302 cases, therefore, only thirty-six State statutes were held unconstitutional in forty years, relating to the following broad classes of questions: anti-lottery laws; anti-trust and corporate . monopoly laws; liquor laws; food, game, oleomargarine and other inspection laws; regulation of banks, telegraph and insurance companies; cattle, health and quarantine laws; regulation of business and property of water, gas, electric light, railroad (other than interstate trains) and other public service corporations; regulation of rates of public service corporations, grain elevators; stockholders' liability laws; regulation of business of private corporations; negro-segregation laws; labor laws; laws as to navigation, marine liens, ferries, bridges, etc., pilots, harbors and immigration. In other words, the record proves that the United States Supreme Court has followed and still follows the wise policy expressed by Justice Woodbury, as long ago as 1848, in the following pregnant terms: It is to be recollected that our legislatures stand in a position demanding often the most favorable construction for their motives in passing laws, 1 Henderson Bridge Co. vs. Henderson (1891) 141 U.S. 679, (1897) 166 U.S. 150, (1899) 173 U.S. 592; Keokuk Bridge Co. vs. Illinois (1900) 175 U.S. 626. In this summary, there is, of course, a slight duplication of cases, as a few statutes involved were attacked on more than one constitutional ground; and, therefore, several of the cases cited contained decisions on more than one point. This fact does not affect the argument, for if the Court upholds or sets aside a statute on two grounds, the effect is the same as if it had made decisions in two cases. and they require a fair rather than hypercritical view of well-intended provisions in them. Those public bodies must be presumed to act from public considerations, being in a high public trust; and when their measures relate to matters of general interest, and can be vindicated under express or justly implied powers, and more especially when they appear intended for improvements, made in the true spirit of the age, or for salutary reform in abuses, the disposition in the judiciary should be strong to uphold them.' Or, as stated more recently by Justice Brown in 1896: Where the police power is invoked in good faith for the prohibition of a practice which the legislature has declared to be detrimental to the public interests, it will be sustained, wherever it can be done without the impairment of vested rights. . . . The general rule holds good that whatever is contrary to public policy or inimical to the public interests is subject to the police power of the State, and within legislative control, and in the exertion of such power the legislature is vested with a large discretion, which, if exercised bona fide for the protection of the public, is beyond the reach of judicial inquiry.2 1 Planters' Bank vs. Sharp (1848) 6 How. 301, 319. 2 L. & N. R.R. vs. Kentucky (1896) 161 U.S. 677, 700-701. IV CORPORATIONS THE ABUSE OF THE CORPORATION CHARTER BY DON E. MOWRY OF THE MILWAUKEE BAR (From Central Law Journal, January 18, 1907) The corporation is the almost universal form of organization used in conducting business to-day; and in one sense the corporation problem is the business problem of our country. The question is a very wide one, and only a few phases of corporate control can be presented here. - EDITOR'S NOTE. The wave of legislative reform, which has taken on such gigantic proportions within the last few years, has finally culminated in an active, aggressive, and altogether too zealous campaign against the industrial corporation. We appear to have gone "reform mad," and in our efforts to curb the power of capital and allied corporate interests, we have failed, utterly, to realize that the trend of modern business makes the corporation an imperative necessity. This outcry is largely due to the fact that public policy has not taken the proper steps towards bringing about a regulation of corporate interests. The transformation from the partnership to the business corporation has been so rapid that we, who are vitally interested in legislative reform, have failed to see that the real danger lies not so much in the corporation itself as in the granting of the corporation's charter. To-day five men can sit around a table, put one dollar in the center, organize a corporation calling for a million dollars worth of capital, repocket the dollar, and go home after sending a certificate of incorporation to the secretary of state, with a million dollar enterprise ready to launch. Such are the laws of every state of the union with the exception of Massachusetts. Some states have gone even a step farther. They have made their laws so general in character that companies have been organized for the express purpose of incorporating enterprises which do not intend to do business within the particular state. These states do not hesitate to put the great seal of the state upon a concern which |