APPENDIX SOME ASPECTS OF NEW JER Address before the Penny van a Ba. As cou, By JAMES B DILL, E-q INTRODUCTION. if an adv cacy without criticism of New. por de policy is witicipated, sue', expectari a disappoint cat. The topic iea is to a discussion pote d. of a mere history or donation of New je It suggess a consileration et he rest rencing effect of New Jersey's policy as fonae al of the corporation lays of the variors Sare S, a at lore on ta State of New Jersey, not done to States who Fe e been an i are ad pting New Jersey vation Leys, but upon the country at large, and, on Mr. the gene al in lustial situation No aspect of New Jersey's corporate policy complete without at least the side lights betwton New York, the m wein' Ev pre St adj wg smaller State of New Jersey, fr Hence we say probably trace the comme slation no New York for the past deca attempt of New York to culeg slate Nex the curl w of capital to New Jersey for norg APPENDIX SOME ASPECTS OF NEW JERSEY'S Address before the Pennsylvania Bar Association, June 29, 1903 By JAMES B. DILL, Esq. INTRODUCTION. If an advocacy without criticism of New Jersey's corporate policy is anticipated, such expectation will meet with disappointment. The topic leads to a discussion upon a higher plane than that of a mere history or definition of New Jersey's corporate law, or an inquiry as to whether the State has made money by its policy. It suggests a consideration of the resulting and farreaching effect of New Jersey's policy as found in the trend of the corporation laws of the various States, and the effect, not alone upon the State of New Jersey, not alone upon other States who have been and are adopting New Jersey's corporation laws, but upon the country at large, and, finally, upon the general industrial situation. No aspect of New Jersey's corporate policy would be complete without at least the side lights of the struggle between New York, the financial Empire State, and the adjoining smaller State of New Jersey, for corporate supremacy. Hence we may profitably trace the course of corporate legislation in New York for the past decade, analyzing the attempt of New York to outlegislate New Jersey, to stop the outflow of capital to New Jersey for incorporation and 265 to acquire corporate prestige for herself. By way of contrast the history of New Jersey's Acts for a like period is of interest, not passing those enactments in which the Legislature seemed to have nodded encouragement, if nothing more, to large corporations. A comparison of the corporate procedure of New York with that of New Jersey for the past ten years indicates that New York has been engaged in the business of letting down the bars, while New Jersey has deemed it the better policy to put them up, at least in certain directions, notably in the matter of required publicity. Both States appear to have been working along different lines of policy to attract corporations and New Jersey is generally thought to have been the more successful. From this comparison it may be argued that success in attracting corporate capital does not always lie along lines of mere liberality or laxity of statutory enactments. The secret of New Jersey's success, so far as it be success, to attract corporate capital, does not lie in the so-called liberality of her laws, or in laxity of procedure, but in other elements of her public administration, which may properly be discussed later. Only the width of the North River separates New Jersey from the principal city of New York State, the financial centre of the country. In that city corporations of prominence throughout the United States have offices, and from there the executive officers of most of the great industrial corporations organized during the last few years direct the operations and manage the finances of their several companies. The great majority of these companies thus operated in New York State are corporations having not New York charters, but New Jersey charters. 1. NEW YORK LEGISLATION In 1892 in the State of New York, with a New Jersey charter, with New Jersey powers and more than New Jer sey's freedom from State supervision and publicity, and at a reduced incorporation tax, there was incorporated by special Act of the New York Legislature one of the larger business corporations existing under New York laws-the General Electric Company. Governor Flower in approving the bill said in substance: "The measure is approved because its objects cannot be secured under the general law, and because its approval will keep within the State a corporation ready to invest a large amount of capital, and which, without the concessions allowed by its proposed charter, would be incorporated under the laws of New Jersey. "The reduction of the tax for incorporation from one-eighth of one per cent. upon the capital stock is to make the tax uniform with that required by the laws of New Jersey so far as this corporation is affected." One of the conservative New York City dailies in 1892 said: "New York has for years been driving its corporations and its corporate capital and taxable property out of the State into New Jersey and other States where enterprise is welcomed instead of persecuted." The Chamber of Commerce of New York City sought to procure "A change in the corporation laws which drive so many industrial enterprises to other States for organization", but without result. The situation was officially summed up in the report of the Comptroller of the State of New York : "It is time that great corporations having their actual headquarters in this State and a nominal office elsewhere, doing nearly all of their business within our borders, should be brought within the jurisdiction of this State, not only as to matters of taxation, but in respect to other and equally important affairs. "This can be accomplished by the adoption of corporation laws worthy of the greatest commercial State in the Union. |