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“ The Courts of Washington have decided that one corporation cannot subscribe for, purchase, hold or vote upon the shares of stock of another corporation, without legislative sanction, and that the legislature of the State has never sanctioned such acts (Denny Hotel Co. v. Schram, 6 Wash. 134 ; Parsons v. Tacoma Smelting & Ref’g. Co., 65 Pac. Rep. 765). This doctrine rests altogether on considerations of public policy. But it is said that the policy as declared extends only to domestic corporations, and whether it should embrace foreign corporations is a matter to be decided by the Courts of that State alone. I do not understand that the policy is so restricted. One of its objects is to prevent one corporation from interfering with the control of another. This was the purpose to be subserved by the decision in Parsons v. Tacoma S. & R. Co. just cited, where, although the title of the stockholding company was not assailed, its right to vote upon the stock was denied. It is true that the stockholding company was a domestic corporation ; but the denial of its right to vote could not be based on that circumstance. The doctrine, that it was impolitic to allow a corporation, whose chartered powers were subject to modification at the will of the State, to exercise control over a domestic corporation, would seem necessarily to imply that it was deemed equally impolitic to permit such control by a corporation whose chartered powers were generally independent of the State. The application of the restriction to a foreign corporation is a mere interpretation, not an extension of the doctrine.
“But if it be an extension, the extension is made by the Constitution of Washington, which provides (Art. XII, par. 7) that. No corporation organized outside the limits of this State shall be allowed to transact business within the State on more favorable conditions than are prescribed by law to similar corporations organized under the laws of this State.'
“The decisions already cited are clearly to this effect, that, if a Washington corporation owned property immovably fixed in that State, it could not lawfully bargain to exchange that property for stock in another Washington corporation, and after completion of the exchange exercise in the other corporation all the rights and privileges of a private stockholder. If this New Jersey corporation can legally do what is thus prohibited to a Washington corporation, then the foreign corporation is allowed to transact business in Washington on conditions more favorable than those prescribed for its domestic corporations. The constitution forbids this."
As this opinion is of interest in a discussion of the Securities Company cases I recite its material passages in full, but I cannot lengthen an already long discussion by making adequate comment. Suffice to say the opinion does not seem to necessitate any substantial modification of the text of this article.
CARMAN F. RANDOLPH.
KENT'S INTRODUCTORY LECTURE.
In entering upon a course of lectures on the Government and Laws of our Country, I cannot refrain from expressing what I have long felt, a deep sense of the greatness of the undertaking, and a just diffidence of my own qualifications to execute it with success. This is the first instance in the annals of this seat of learning, that the science of our municipal laws has thus been admitted into friendship with her sister arts, and been invited to lend her aid to complete a course of public education. The experiment is however well deserving of a favorable reception; and none I am persuaded will be more ready to bestow it, than those gentlemen who are the most truly sensible of the importance and difficulty of the inquiries which this experiment involves. No persons will more cheerfully regard this attempt with the indulgence it will greatly need, than those who have been accustomed to liberal pursuits, and have taken a comprehensive survey of the natural foundation of laws, and the complicated system of our national jurisprudence.
Institutions of the present kind seem to be peculiarly proper at this day, when the general attention of mankind is strongly engaged in speculations on the principles of public policy. The human mind, which had been so long degraded by the fetters of feudal and papal tyranny, has begun to free herself from bondage, and has roused into uncommon energy and boldness. The theory of government, and the elements of law, have been examined with a liberal spirit, and the profoundest discernment. Nor have our American Constitutions been neglected abroad; they have excited scrutiny, and merited and received applause. A learned French professor? has incorporated them, although in a very imperfect manner, into his plan of
An Introductory Lecture to a Course of Law Lectures. Delivered November 17, 1794. By James Kent, Esquire, Professor of Law in Columbia College. Published at the request of the Trustees. New York. Printed by Francis Childs. 1794.
3 De la Croix's Review of Constitutions, Vol. 2, 419.
Juridical Lectures; and he even expressed a concern, lest the picture he drew of the purity of our legislation should promote emigrations from Europe. How inexcusable should we probably be deemed by mankind, if we neglected to make our own laws and constitutions an interesting object of public instruction?
But the people of this country are under singular obligations, from the nature of their government, to place the study of the law at least on a level with the pursuits of classical learning. The art of maintaining social order, and promoting social prosperity, is not with us a mystery fit only for those who may be distinguished by the adventitious advantages of birth or fortune. The science of civil government has been here stripped of its delusive refinements, and restored to the plain principles of reason. Every office in the vast chain of political subordination, is rendered accessible to every man who has talents and virtue to recommend him to the notice of his country. There is no individual in any station, art, or occupation, who may not entertain a reasonable expectation in some period of his lise, and in some capacity, to be summoned into public employment. If it be his lot however to be confined to private life, he still retains the equal and unalienable rights of a citizen, and is deeply interested in the knowledge of his social duties; and especially in the great duty of wisely selecting and attentively observing those who may be entrusted with the guardianship of his rights, and the business of the nation. But those who are favored with nobler and superior parts, with a brighter portion of moral and intellectual accomplishments, (and such I hope will from time to time be the ornaments and pride of this seat of learning) have a still louder invitation to a knowledge of the law, and stronger obligations to obtain it. Such persons are reared up by Providence, not to slumber away their lives in the obscurity of retreat, but to be useful, eminent, and illustrious in public stations. Their usefulness will not be confined merely to the exercise of the inferior offices of the local districts in which they may live, although in such offices a competent share of legal information is required. A wider field is opened for the virtuous and generous youth of our universities. The free Commonwealth of the United
States, which in all its ties, relations and dependencies, is animated with the pure spirit of popular representation, offers the highest rewards to a successful cultivation of the law, and the utmost encouragement to genius. The numerous seats in our State Legislatures, in Congress, in the higher Judicial and Executive Departments, ought in general to be filled with a succession of men, who to the indispensable virtues of probity and patriotism, unite a masterly acquaintance with the leading principles of our Constitutional Polity, and the maxims and general detail of our municipal institutions. A moment's reflection must surely convince every one what an amazing trust is confided to those who are placed in the administration of our government, and what extensive legal and political knowledge is requisite to render them competent to discharge it. Our political fabrics and systems of jurisprudence, which have been reared with great pains, and perfected with much wisdom, are to be guarded and preserved not only from the open assaults of violence, but the insidious operations of faction, which are more hostile and dangerous to the principles of liberty.
A general initiation into the elementary learning of our law, has a happy tendency to guard against mischief, and at the same time to promote a keen sense of right, and a warm love of freedom. This is strikingly illustrated in the historical progress of our colony governments, and manners. It is well known that the influence ol the Common Law was strongly felt and widely diffused by our American ancestors, from the time of their emigration from Europe, and settlement on this side of the Atlantic. The history of their colonial proceedings, (an inquiry too much neglected at the present day) discovers clearly the marks of a wise and resolute people, who understood the best securities of political happiness, and the true foundation of the social ties. The earliest inhabitants of the present State of Massachusetts declared by law that the free enjoyment of the liberties of humanity was due to every man in his place and proportion, and ever had been, and ever would be, the tranquility and stability of the Commonwealth. They also avowed that they came over with the privileges of freemen, and they ascertained and defined those privileges, and estab
lished a Charter of Rights, with a caution, sagacity, and precision, rarely, if at all, surpassed by their descendants.1 In the distant history of this State, we meet with traces of the same enlightened sense of civil security. Early in the present century, our Colonial Assembly declared, that it was, and always had been, the unquestionable right of every freeman to have a perfect and entire property in his goods and estate; and that no money could be imposed or levied upon him without the consent of his representatives. 2 Testimonies of the same flattering nature are probably to be found in the records of all our Colony Legislatures. But no higher evidence need or can be produced of the prevailing knowledge of our rights, and the energy of the freedom of the Common Law, than the spirit which pervaded and roused every part of this Continent on the eve of the late Revolution; when the same power which had once nourished us, jealous of our rising greatness, attempted to abridge our immunities, and check our prosperity. The first Congress, which assembled in the year 1774, discovered a familiar acquaintance with the sound principles of government, and just notions of the social rights of mankind. They declared and asserted these rights with a perspicuity, force, manliness and firmness, which threw luster on the American character. The late Earl of Chatham said he could discover no nation or council that surpassed them, notwithstanding he had read Thucydides, and had studied and admired the master-states of antiquity.
By thus comparing the excellent principles of our civil policy, with their effects upon the progress of our government, and the spirit of our people, we are insensibly and properly led to feel for them an uncommon share of reverence and attachment. I cannot but be of opinion, that the rudiments of a law, and senatorial education in this country, ought accordingly to be drawn from our own history and constitutions. We shall by this means imbibe the principles of republican government from pure fountains; and prevent any improper impressions being received from the artificial distinctions, the oppressive establishments, or the wild innovations which at present distinguish the TransAtlantic World.
Hazard's State Papers, 408, 487. 2 Colony Journals, vol. I, 224.