Corporation

“ When General Ward had finished reading, he lifted up his glasses and said: "Well, that's it, boys; John has come to his turn of the road. Here's the rest. It says: 'The corporation in question is practically controlled by one man, the man who has placed the information above mentioned in the hands of the government. It is a corporation owning no physical property whatever, and is organized as a rebate hopper, if one may so style it. ”

“ Before speaking of the plan of industrial representation to which our president has referred, I want to say just a few words outlining my views as to what different interests constitute a company or corporation.
Every corporation is made up of four parties: Stockholders, directors, officers and employees. ”

“ The typical business corporation of the last century, owned by a small group of individuals, managed by their owners, and limited in size by their personal wealth, is being supplanted by huge concerns in which the lives of tens or hundreds of thousands of employees and the property of tens or hundreds of thousands of investors are subjected, through the corporate mechanism, to the control of a few men. ”

“ The responsibility of a corporation to the community, expressed in a sound financial organization and in the relation of its officers to its stockholders, would in no way restrain the usefulness of these industrial agencies, and would make them wholly consistent with extended and equal opportunities in production. Immense wealth has often been acquired in connection with corporations whose usefulness to the public has been thereby restricted and the profits of stockholders disregarded. ”

“ And no one will contend that, if the creation of a corporation is a suitable agency and means of carrying on the financial operations of the government, the creation of a corporation is equally apposite as an agency and means of carrying out the objects above mentioned. ”

“ The corporation aggregate, which is but a mode of substituted service, is one of the great forces of civilization. It is the prevailing form of the associated energies, the money, enterprise, and intelligence of society. It is particularly adapted to those branches of business like salvage and wrecking, which require a permanent organization, costly appliances, trained services, and considerable capital, which is content with slow or uncertain returns. ”

“ The argument supposes the corporation to have been originated for the management of an individual concern, to be founded upon contract between individuals, having private trade and private profit for its great end and principal object. ”

“ The essential properties of corporate existence are quite distinct from the franchises of the corporation. The franchise of being a corporation belongs to the corporators,while the powers and privileges vested in and to be exercised by the corporate body as such, are the franchises of the corporation. ”

“ A corporation which derived its profits from public franchises, or from a business transacted in many different states, found the purchase of a local or state machine well within its means and well according to its interests. ”

“ If they act as a corporate body, then the whole law applies to them as to other corporate bodies. If they act as individuals, then we have a corporation which never acts in its corporate character, except in the instances of electing its directors, or instructing them. The corporation possesses many important powers, and is, as a corporation, to perform many important acts, scarcely one of which is to be performed in a corporate character. They are all to be performed by agents, acting as individuals, under general powers conferred by the charter. ”

“ In corporations existing at the common law and by charter, there are great diversities both of powers and organization. In some corporations the whole powers rest in a select body, or in select bodies, with powers to perpetuate their own corporate existence, by filling up vacancies in their own body; and such body or bodies constitute the corporation itself, and the meetings and acts done thereat are the meetings and acts of the corporation itself. In short, they constitute the corporation, so far as it has life or organization exclusively. ”

“ I have no doubt, whatsoever, that in a legal and technical sense, a corporation is a person; and that under that denomination, it may be included within the provisions of a statute, where the language and provisions and objects of the statute equally apply to corporations and to private persons. ”

“ Each corporation had certain rights, privileges, and immunities, and used a corporate seal as a signature. All of the early corporations had some economic features that were incidental to the main purposes, which were political, ecclesiastical, educational, and fraternal. ”

“ It cannot be said that the Constitution formed "the people of the United States," for all time, into a corporation. It does not speak of "the people" as a corporation, but as individuals. A corporation does not describe itself as "we," nor as "people," nor as "ourselves." Nor does a corporation, in legal language, have any "posterity." ”

“ Perversions of the System caused by the Action of Corporations in their Entirety.—More directly within the domain of pure economics is the relation between the typical great corporation and the majority of the public which is wholly outside of it. In the common mind this relation also often appears as that of plunderers and plundered, and what it often has actually been, is a relation between corporations which have exacted a certain tribute and a body of consumers which has had to pay the tribute. ”

“ It can and should require for itself and for the use of all persons interested in the corporation, the fullest and most detailed information, consistent with practical business methods, as to the details of its organization, the powers and restrictions imposed upon its stockholders and as to the property against which stock is to be or has been issued. ”

“ The acts regulating business corporations generally provide that the persons proposing to form a corporation shall sign and acknowledge an instrument called the articles of association, setting forth the name of the corporation, the object for which it is to be formed, the principal place of business, the amount of its capital stock, and the number of shares into which it is to be divided, and the duration of its corporate existence. ”

“ The Corporation are to provide materials and labour for all that can work, and to make provision for them not exceeding three-fourth parts as much as any other person would give for such labour. For example, if another person would give one of these a shilling, the Corporation ought to give but ninepence. ”

“ It is not only the right of the company to make such a provision but it is its duty to its bond and stockholders, and, in the case of a public service corporation at least, its plain duty to the public. ”

“ We are also generally agreed in taking for granted the doctrine of public corporations, familiar since the Dartmouth College case, viz., that a public corporation is the legally recognized body of people in a given area; the body so constituted existing for the benefit of all its constituents; the constituents meanwhile, so long as they reside within the area, having no choice about membership of the corporation. ”

“ Money earned by a corporation remains the property of the corporation, and does not become the property of the stockholders, unless and until it is distributed among them by the corporation. The corporation may treat it and deal with it either as profits of its business or as an addition to its capital. ”

“ The nature of a corporation is such, however, that many acts and privileges which are per se rights of the stockholders must in their exercise be delegated to others. Thus, while the right of ownership and control of the profits of a corporation is inherent in its proprietorship, the control is indirect—through the medium of a board of directors subject to periodic review and election by the owners. ”

“ Inanimate objects are sometimes parties in litigation. A ship has a legal personality, a fiction found useful for maritime purposes. [2] The corporation sole — a creature of ecclesiastical law — is an acceptable adversary, and large fortunes ride on its cases. [3] The ordinary corporation is a "person" for purposes of the adjudicatory processes, [p743] whether it represents proprietary, spiritual, aesthetic, or charitable causes. [4]
So it should be as respects valleys, alpine meadows, rivers, lakes, estuaries, beaches, ridges, groves of trees, swampland, or even air that feels the destructive pressures of modern technology and modern life. ”

“ So far as the Constitution of the United States is concerned, a state may, indeed, create a corporation, define its powers, prescribe the amount of its stock and the mode in which it may be transferred. ”

“ On the one hand, the approved methods of corporation finance may in some measure be resorted to by a private firm, Without formal conversion of the concern into the corporate form; and on the other hand, an incorporated company may continue to carry on its business after the manner usual with privately owned concerns. ”

“ The first act does, in fact, if it can have any effect, create a new corporation, and transfer to it all the property and franchises of the old. The two corporations are not the same in anything which essentially belongs to the existence of a corporation. They have different names, and different powers, rights, and duties. Their organization is wholly different. The powers of the corporation are not vested in the same, or similar hands. In one, the trustees are twelve, and no more. In the other, they are twenty-one. In one, the power is in a single board. ”

“ One has but to contemplate the varied and often antagonistic legislation promulgated by the several States, relating to corporation management, and the many rulings and decisions of the different courts and commissions on the subject of regulation, assessment, and adjudication of corporate rates, revenues, taxes, and tolls, to become convinced of the complicated and tangled condition of the situation, and to realize the necessity for the early establishment of some logical basis on which to establish the fabric of corporate control. ”

“ Every company is a distinct corporation, being incorporated by grants from the crown, or acts of parliament, and having certain rules, liberties, and privileges, for the better support and government of their several trades and mysteries: many of them are endowed with lands to a great value, and have their masters, wardens, assistants, clerks, and other officers, to direct and regulate their affairs, and to restrain and punish abuses incident to their several trades ”

“ It is forgotten that as members of the corporation the individuals themselves are different, have different characteristics, rights and duties, than they would possess if they were not its members and different from those which they possess in other forms of conjoint behavior. But what the individuals may do legitimately as members of the corporation in their respective corporate rôles, the corporation does, and vice versa. ”

“ A corporation is a creature of the law, to which certain powers, rights, and privileges are granted; and amongst others that of holding property. Destroy this creature, this body politic, and all its property immediately reverts to its former owners. This doctrine has long been recognized and established in all governments of law. ”

“ Every corporation is composed of four parties: the stockholders, who supply the money with which to build the plant, pay the wages, and operate the business; the directors, whose duty it is to select executive [Pg 50] officers carefully and wisely, plan the larger and more important policies, and generally see to it that the company is prudently administered; the officers, who conduct the current operations; and the employees, who contribute their skill and their work. ”

“ We are properly devising ways whereby the corporation holds its property or privileges in trust, returning to government (or to society) a fair rental; that is, we are regulating the corporation and making it responsible to the people. What shall we do with the unattached man, to make him also responsible? Shall we hold the corporate plunderer to strict account, and let the single separate plunderer go scot free? ”

“ It by no means follows that because the action of a corporation may be beneficial to the public, therefore it is a public corporation. This may be said of all corporations whose objects are the administration of charities. ”

“ The corporation which is honestly and fairly organized, whose managers in the conduct of its business recognize their obligation to deal squarely with their stockholders, their competitors, and the public, has nothing to fear from such supervision. The purpose of this Bureau is not to embarrass or assail legitimate business, but to aid in bringing about a better industrial condition—a condition under which there shall be obedience to law and recognition of public obligation by all corporations, great or small." Message of the President to Congress, December 7, 1903. ”

“ I.⁠Every organization, association, combination, or trust of persons or corporations, which seeks to control, combine, pool, or consolidate the business or property of any persons or corporations engaged in any trade, business, or manufacture, or which seeks to consolidate several such properties, or unite several businesses, or place the property of individuals or corporations, or the capital stock thereof, in the hands of individuals for control or management, shall be deemed a corporation, and subject to all the regulations of the laws as such. ”