Foreign corporation

“ To-day a foreign corporation is the absolute master of the production and its value, of transportation by pipe-lines, transportation by railroad and the compensation therefor, of storage and refining, and the profit thereof, and dictates prices through the world of the first, or among the first, of the products of Pennsylvania, and of the United States, and this to the impoverishment of thousands of citizens, and the destruction of each of these interests within the state. ”

“ If the right asserted of the foreign corporation, when composed of citizens of one State, to transact business in other States were even restricted to such business as corporations of those States were authorized to transact, it would still follow that those States would be unable to limit the number of corporations doing business therein. ”

“ It is true that, in many cases, the general rule has been laid down that a state may, if it chooses to do so, exclude foreign corporations from its limits, or impose such terms and conditions on their doing business in the state as, in its judgment, may be consistent with the interests of the people. But those were cases in which the particular foreign corporation before the court was engaged in ordinary business, and not directly or regularly in interstate or foreign commerce. ”

“ The conflicting laws of the different States of the Union with respect to foreign corporations make it difficult, if not impossible, for one corporation to comply with their requirements so as to carry on business in a number of different States."
I renew the recommendation of the enactment of a general law providing for the voluntary formation of corporations to engage in trade and commerce among the States and with foreign nations. ”

“ There may be benefit in the inviting of foreign corporations into the United States-benefit in their investments and activities-and as counsel for the government points out, the domestic corporation gets the power of the United States to protect its interests and redress its wrongs in whatever part of the world its business may take it. ”

“ Such being the law, it follows that every person who deals with a foreign corporation impliedly subjects himself to such laws of the foreign government, affecting the powers and obligations of the corporation with which he voluntarily contracts, as the known and established policy of that government authorizes. ”

“ It is equally well settled in the Federal jurisdiction that a foreign corporation can be served with process within the state only when it is doing business therein, and that such service must be upon an agent who represents the corporation in its business. ”

“ But unless the foreign corporation is reincorporated as a domestic corporation, it remains a foreign corporation, and its contracts with citizens of the state are interstate contracts, subject to the right of choice of law thereof, which is inherent in the law of interstate contracts.'
A foreign corporation undoubtedly is not a domestic corporation, and the distinction must often be observed, but the deduction from it by plaintiff in error cannot be maintained. ”

“ Of course the restricted venue as to domestic corporations and individuals is prompted by considerations of convenience and economy; but these considerations have equal application to foreign corporations. So far as the plaintiffs in such actions are affected, it is apparent that there is no more reason for a statewide venue when the action is against a foreign corporation than when it is against a domestic corporation or a natural person. ”

“ Every one dealing with a foreign corporation is bound to take notice of the statutes of the state imposing conditions upon that corporation in respect to the transaction of its business within the state, just as he must take notice of any mortgage or other incumbrance placed by the corporation upon its property there situated. ”

“ The constitution of that state declares that 'no foreign corporation shall do any business in this state without having one or more known places of business, and an authorized agent or agents in the same, upon whom process may be served.' Article 15, § 10. ”

“ They may exclude the foreign corporation entirely, they may restrict its business to particular localities, or they may exact such security for the preformance of its contacts with their citizens as, in their judgment, will best promote the public interest. ”

“ The principal business of every state would in fact be controlled by corporations created by other states.'
It follows from these principles that a state, in granting a corporate privilege to its own citizens, or, what is equivalent thereto, in permitting a foreign corporation to become one of the constituent elements of a consolidated corporation organized under its laws, may impose such conditions as it deems proper, and that the acceptance of the tranchise in either case implies a submission to the conditions without which the franchise could not have been obtained. ”

“ By contrast, applying local internal affairs law to a foreign corporation just because it is amenable to process in the forum or because it has some local shareholders or some other local contact is apt to produce inequalities, intolerable confusion, and uncertainty, and intrude into the domain of other states that have a superior claim to regulate the same subject matter . ”

“ According to Imperial: "Americas, unlike Imperial, is not within the class of foreign investors protected by federal foreign commerce policy." Brief for Respondent Imperial 24. Imperial argues the inverse of the shareholder standing rule-a corporation has no standing to raise claims based on injury to its shareholders. ”

“ As it is the interest of the freemen of a corporation to hinder the rest of the inhabitants from employing any workmen but themselves; so it is the interest of the merchants and manufacturers of every country to secure to themselves the monopoly of the home market. Hence, in Great Britain, and in most other European countries, the extraordinary duties upon almost all goods imported by alien merchants. Hence the high duties and prohibitions upon all those foreign manufactures which can come into competition with our own. ”

“ It was designed to protect the public interests as well as the wage-earner, against an injurious custom given birth to and fostered by said corporations. That a foreign corporation has no inherent right to exist or to do business in this state is no longer an open question. ”

“ Regulated companies resemble, in every respect, the corporation of trades, so common in the cities and towns of all the different countries of Europe; and are a sort of enlarged monopolies of the same kind. As no inhabitant of a town can exercise an incorporated trade, without first obtaining his freedom in the incorporation, so, in most cases, no subject of the state can lawfully carry on any branch of foreign trade, for which a regulated company is established, without first becoming a member of that company. ”

“ When the taxpayers of one state perceive that they are subjected to competition by the importation of articles made in another, or that they are contributing continually to the prosperity of foreign corporations, what more natural than that they should demand that some share of the public burdens should be put upon such corporations? ”

“ A corporation organized and doing business in the United States beneficially owns seagoing vessels which make regular sailings between United States, Latin American and other ports transporting the corporation's products and other supplies; each of the vessels is legally owned by a foreign subsidiary of the American corporation, flies the flag of a foreign nation, carries a foreign crew and has other contacts with the nation of its flag. ”

“ Whether, as a question of international law, this declaration would relieve the corporation from the obligation to pay its foreign bondholder the full sum for which it contracted, we need not discuss; for this court, on all such subjects, is bound by the legislative and political departments of its own government. ”

“ The State shall encourage institutions, enterprises and organizations in the country to conduct equity or contractual joint ventures with foreign corporations and individuals, and to establish and operate enterprises of various kinds in special economic zones. ”

“ Rep. 281, that 'which a state may do with corporations of its own creation it may do with foreign corporations admitted into the state. . . . The power of a state to impose conditions upon foreign corporations is certainly as extensive as the power over domestic corporations, and is fully explained in Hooper v. ”

“ If the business is extended to foreign countries, and Americans are not to-day satisfied with home markets alone, it will be found helpful and possibly necessary to organize corporations in such countries, for Europeans are prejudiced against foreign corporations, as are the people of many of our states. These different corporations thus become coöperating agencies in the same business and are held together by common ownership of their stocks. ”

“ Nor can it be properly concluded, that, because the products of domestic enterprise in agriculture or manufactures, or in the arts, may ultimately become the subjects of foreign commerce, that the control of the means or the encouragements by which enterprise is fostered and protected, is legitimately within the import of the phrase foreign commerce, or fairly implied in any investiture of the power to regulate such commerce. ”

“ There are some corporations, and some firms for all I know, whose business is great enough and whose resources are abundant enough to enable them to establish selling agencies in foreign countries; to enable them to extend the long credits which in some cases are necessary in order to keep the trade they desire; to enable them, in other words, to organize their business in foreign territory in a way which the smaller man cannot afford to do. His business has not grown big enough to permit him to establish selling agencies. ”

“ A better field for the former could not be found if British Commercial Union made the market secure of foreign caprice, while for steady industry under the old flag, under like institutions, under the same law, no wider scope exists in the universe. ”

“ It is not impossible that there may be persons disposed to look with a jealous eye on the introduction of foreign capital as if it were an instrument to deprive our own citizens of the profits of our own industry ”

“ On the other hand, there are imports so entirely of foreign origin, and so free from considerations of competition with domestic industry, that a large revenue may be raised upon them in the custom-house, without disturbing the freedom or equity of international trade. ”

“ This common interest of the producer and consumer can only be interrupted by exterior force which would obstruct the transmission of our staples to foreign markets—a course of conduct which would be as unjust, as it would be detrimental, to manufacturing and commercial interests abroad. ”

“ There are thus only a dozen or so merchants in the world, and their business being supervised by the international council, a simple system of book accounts serves perfectly to regulate their dealings. Customs duties of every sort are of course superfluous. A nation simply does not import what its government does not think requisite for the general interest. Each nation has a bureau of foreign exchange, which manages its trading. ”

“ Again, our own people may be dealers at home in the public or quasi public securities of a foreign government, or of foreign banks or corporations, brought here in the course of our commerce with foreign nations, or sent here from abroad for sale in the money markets of this country. ”

“ This idea was taken up by the American Manufacturers' Export Association, which, incorporated in 1911, numbers among its membership more than five hundred organizations of great importance in the American industrial world. This organization is co-operative in character, with the general idea of developing and maintaining commercial relations between the United States and foreign countries. ”

“ Material and supplies for the road, and connected telegraph line, are exempted from duty generally for the period of twenty years. Neither the concession, property, nor shares can be alienated to any foreign government, nor can a foreign government be admitted as a shareholder. ”

“ The government, of course, will have no pecuniary responsibility or interest in the enterprise, and the essays upon the various branches of American production will be general, and not in the interest of any firm or business organization. The enterprise is designed to collect material for the improvement of our export trade, to show what American producers can furnish for the markets of the world, to encourage American competition with foreign markets, and to call the attention of foreign capital to the opportunities of sound and profitable business with this country. ”

“ Hence the necessity of laying those duties upon imported goods which the Constitution authorizes for revenue in such a manner as to protect and encourage the labor of our own citizens. Duties, however, should not be fixed at a rate so high as to exclude the foreign article, but should be so graduated as to enable the domestic manufacturer fairly to compete with the foreigner in our own markets, and by this competition to reduce the price of the manufactured article to the consumer to the lowest rate at which it can be produced. ”