another were engaged in interstate commerce. And it is to reach big corporations like this-the national corporationsthat the power of the national government ought to be exercised. What would then happen? Corporations would be organized to compete with existing corporations—these big beef companies with the amalgamated copper or with the steel company. They would be incorported under the United States laws. The United States would open in connection with such corporation an exchange under the regulations and rules of which these various securities would be sold. There are now eleven billion dollars lying in the banks of this country ready to be invested. The great corporations are living on that now; are borrowing it; are compelled to borrow it. The very moment the people would take a decided step on national corporation these existing corporations would be compelled by the necessity of borrowing to transfer their own corporations into a national corporation, subjecting themselves to the same regulations that the law would require for a new corporation, or be exposed without means at hand to the kind of a competition that these billions of dollars now uninvested would create. The difficulty is not to devise a way. The difficulty is to arouse the people. The difficulty is to get away from prejudice against the corporation as a corporation. The difficulty is to get the people to see what could be done, and what ought to be done, under circumstances such as these. And in that difficulty, in that great problem, confronting us, the lawyer, more than any one else, can be an apostle of the right; because, so far as I have been able to study men, and their dispositions, a lawyer more than any one else has that disinterestedness, that habit of looking at things from the other man's point of view, that enables him more than any one else to take a long step in the direction of righteousness. And what I ask you, gentlemen, today if I have done anything at all today toward dropping a thought into your mind, what I ask you to do is to promulgate the policy of corporate regeneration.

I know, and I have joined with others in celebrating the greatness of America. Our locomotives carry the trains of

Russia across the plains of Siberia. Men up here in Milwaukee are making the machinery that is digging gold out of the mines of South Africa, American engineers are building bridges over the stream of Central Africa. A manufacturer in a little town in Illinois is making the rat traps that catch the rats of Smyrna. (Laughter.) Wherever the commerce of the United States goes every door is open to it. Every part is filled with the enthusiasm and the industry of these United States.

Our political power has kept equal pace. First along the Atlantic coast, then over the mountains into this Mississippi Valley, then across the mountains down along that strip of garden we call the Pacific coast our political power has gone. Across the ocean we have gone. Half way across the United States flag tells us of a country under the political domination of the United States. Strain your eyes and look still further. Other islands there are that fly the flag of the United States. All around this great sphere the United States has established itself. Our great President brings peace to Japan and Russia; and political diplomacy and influence is felt in every capital.

But, my fellow lawyers, great as these things are, they are not the soul of America. The soul of America is her individual citizenship. The soul of America is equal opportunity. The soul of America is opportunity, not only for civil and religious liberty, but for that personal independence that only a free field for private property will give. And I ask you in conclusion: What shall it profit us as a country, if we gain the whole world and lose this soul? (Great applause.)

REGULATION OF CORPORATIONS

DISCUSSION BY THOS. H. HOGSETT, OF CLEVELAND; CHARLES T.
LEWIS, OF TOLEDO, AND JUDGE HOWARD C. HOLLIS-
TER, OF CINCINNATI.

What changes, if any, can be made in the law defining
the purposes for which corporations may be formed,
and regulating their management, which would operate
for the benefit of the public and obviate the necessity
for Federal action on the subject."

ADDRESS BY THOMAS H. HOGSETT.

It is somewhat difficult to determine with any satisfaction just what the special committee who assigned this topic had in mind. As I have viewed the subject it was intended to cover the organization and management of Ohio corporations. If I am right in this then I am unable to see how the exercise of the power of the state in this respect could obviate or affect the necessity for Federal action on these subjects within the sphere of legislation by Congress as authorized by the Federal constitution.

So far as this subect is concerned, Congress seems to derive its power mainly from the interstate commerce clause of the Constitution, so that it could only deal with corporations operating between the states. While in those causes Congress might in large measure regulate or control the action of such corporations, it is hard to see how it could regulate their management in any proper sense of the term, to say nothing of defining the purposes for which they are organized.

Did the committee assume that it was within the power of Congress to pass laws authorizing the organization of cor

porations generally, and that the state might take some action by way of legislation that would obviate the necessity of the Federal government's resorting to this power of incorporation? We can hardly assume this to have been in the minds of the members of the committee in view of the fact that the existence of such a power in the Federal government is, to say the least, very problematical.

In view of these uncertainties I have felt free to put my own construction upon the subject. I shall assume that it was intended to have discussed the various unsatisfactory features of the corporation law of Ohio, and to have suggested such reforms and improvements as seem proper. That the making of such reforms might reflect on Federal action against corporations, one may understand; but how legislation on these topics by the State of Ohio could obviate the necessity of similar Federal legislation of or Federal legislation on the same subjects within the appropriate sphere of national action, I shall not assume to say.

The law relating to corporations has been of recent, rapid and uneven development. We are in a course of transition from individual to associated and combined effort in the fields of commercial and industrial enterprise, and the law which is shaping itself to govern these new conditions, still changing, is in the same unfinished state. The new economic conditions are as yet only dimly appreciated and half understood, so that it is obviously impossible to speak confidently, still less authoritatively, about many phases of this subject. To what extent the modern imposing growth of corporations, both in number and magnitude of capital involved, may be an evil, from the several points of view appropriate to be taken in order to make any comprehensive survey; what are the real sources. of such evils (if they do exist); and what remedies may safely be applied, are in very large measure not susceptible, as yet, of anything like satisfactory treatment. Both State and Federal governments are thoroughly aroused to the fact that evils do exist, but a long period of experience, and especially of the most painstaking investigatioin, is still necessary before it is

safe to take action on many of the great questions involved. There is probably no branch of the law in which there are comparatively so few principles and in which there is need of greater thought and care in the establishment of foundation lines, than in the law of corporations. These considerations naturally set limits to the discussion which I shall undertake, and it is no part of my purpose to indulge in speculation about evils which are only imperfectly understood. It is my purpose to consider such evils as are, or may be adequately comprehended at this stage of the law's development, and to offer what seems to me to be practical suggestions for your consideration.

The subject as I have interpreted it resolves itself into two propositions, either one of which might furnish sufficient material for extended consideration and discussion. These are:

First. What changes may be made in the laws defining the purposes for which corporations may be formed?

Second. What restrictions or regulations should be established with reference to the management of corporations?

I shall briefly consider some of the features of each of these topics.

As to the first, I believe any lawyer familiar with the conduct of corporate enterprises and the immense variety of problems generated by them, must speak with diffidence. We are not yet ready for any large treatment of this subject. If corporations are to be entirely excluded from any field of human activity, such exclusion must be determined by a degree of knowledge and a wisdom of experience which we do not yet possess. Such a policy involves, among other considerations, and most conspicuously among them, a comprehension of the extent to which the enormous aggregation of capital of today, coupled with very limited personal liability, are a menace to the public. I venture to say that no lawyer, statesman or economist is yet in a position to make more than a few practical suggestions in this direction. Any real progress must be of the most cautious and tentative character, and I believe it is not yet safe to say, if it ever may come to be, that corporations