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shares of stock of any other corporation or corporations engaged in the manufacture, use or sale of property or in the construction or operation of works, necessary or incidental to the business or investment of such owning company; or organized for the purpose of extending the business of such owning or holding company; provided, however, that no corporation, except as otherwise provided by law, and also except such corporations as are organized under their charters as investment companies, shall own for investment purposes only, the stock of any other corporation; and provided also that no such corporation shall have the power to own or control the stock of any other corporation or corporations for the purpose of regulating or controlling the price of, or for the purpose of limiting the quantity of, or for the purpose of establishing a monopoly in any article, commodity or merchandise, manufactured, mined, produced or sold in this State.'
This Section reverses the public policy of the State which has obtained since 1872 and in my judgment does not provided proper safeguards or define the proper limitations to the power of corporations to own stock in other corporations. It confers larger powers upon corporations in this direction than are granted to them by any other great commercial state in the United States, so far as I have been able to ascertain during the time which I have had for the consideration of the
This bill works a complete revision of the corporation law of Illinois relating to corporations for pecuniary profit and I am convinced from the provisions of Section 31 above set forth that it has not received the thorough consideration which a measure of so radical a character requires.
Whilst I believe that the corporation laws of the state should be thoroughly revised, I believe that the work should be done by a commission which could give the time necessary to an exhaustive consideration of the subject matter and report its findings to the General Assembly.
CHARLES S. DENEEN, Governor."
I am not informed as to whose opinion or what influences caused the action of the Governor subsequent to his filing the Act with the Secretary of State, and I assume that it is wholly immaterial.
Section 16, Article 5, of the constitution of 1870 provides: "Every bill passed by the General Assembly shall, before it becomes a law, be presented to the Governor. If he approve, he shall sign it, and thereupon it shall become a law."
Nowhere is there constitutional permission for the Governor to veto an Act after it has been filed with the Secretary of State. I think every lawyer present will agree with me that, without such authority, his
second act did not affect its validity, and that on July 1st, 1909, the Act of the General Assembly, known as Senate Bill No. 286, will become one of the laws of the State of Illinois:
In People v. McCulloch, 210 Ill., at page 498, the Court said: "If the Governor himself, or through any one of his secretaries or clerks, deposited this bill in the office of the Secretary of State with his approval endorsed upon it and signed by himself, it thereby passed beyond his control, and he had no power thereafter to take the bill from the office of the Secretary of State and veto it and return it to the Secretary of State's office, accompanied by his veto."
The bill was prepared at the expense of much valuable time, and reflects the experiences and knowledge of those engaged in its preparation. The General Assembly passed it after being convinced that it was a fair and necessary law for the people and would be of material benefit to the state.
It is due the Committee and to the General Assembly that their work be upheld if no reasonable ground exists for a different attitude being assumed by the Association.
THE PRESIDENT: Mr. Powers, it is getting late, and as you still have quite a bit to read of your report, perhaps you better just present it for publication.
MR. POWERS: I prepared this paper not intending to read the opinion of the attorney general, which took up more time. There are seven pages yet to be read of this, and I reach a conclusion after discussing it, and it will require some action of this Association. Do just as you please, it is your paper.
THE PRESIDENT: It is especially good, and nobody appreciates it more than I do, but so many things are coming and I wondered if you would not better defer the further reading of that.
MR. POWERS: It is not for me to decide. I do not know how this Association is going to act upon what the other gentlemen say or what I have said without knowing the whole story. The PRESIDENT: I feel that.
MR. TRIMBLE: Mr. Powers says there are seven more pages of the document. I move the Association listen to the conclusion of his remarks.
THE PRESIDENT: Is that the sense of the Association?
Those in favor say aye.
Those opposed, no. Mr. Powers is
requested to complete the paper.
THE PRESIDENT: There will be twenty minutes discussion each by two members of this Association, and that is all the discussion there can be on this matter this afternoon.
MR. DOUGHERTY: Mr. Chairman, I want to speak on this question before it is closed. I am a member of this Association and I do not want to be foreclosed from replying to some of the statements.
MR. WILKERSON: I think it is fair that the discussion may be ample. I would like to make a motion while the subject is up for discussion; the motion is that the report of this committee be placed on file and the committee be discharged from all further action.
The motion was seconded and carried.
THE PRESIDENT: This discussion will be opened by Judge Thomas Worthington, of Jacksonville.
JUDGE WORTHINGTON: Owing to the lateness of the hour and the very ample time that was taken in the presentation of the subject at the hands of the committee, I will occupy but a very few minutes of your time. The chairman has covered substantially all of the ground that I intended to cover. In other words, he has stolen my gun. And yet there are two or three respects in which I do not agree with him fully, and therefore I can talk to those points.
In the first place I want to say that I think, as a rule, this is an excellent act; taken as a whole, it is an excellent revision of the corporation laws of this state which, in my judgment, needs revision. But there are two or three important matters in the act which I think should be modified before it becomes a law, if it is not now a law. I was not aware of the act of the governor on the matter, I had not given it any consideration and have no opinion on that subject, I simply assume it is not a law. The governor's veto, as has been made clear to you, has been based upon his interpretation of Section 31, which,
in his judgment and that of the attorney general, gives complete power to any corporation in this state to become a complete. monopoly by owning the stock of any other corporation. Now it has been suggested, Mr. Chairman of the Committee, that this power is limited to the use and sale of stock which is incidental to the business of the owning company. Any stock could be necessary or incidental to the business of the owning company, if it were used for revenue it would be incidental to the business of the owning company and it would not be unlawful, hence, as far as I am concerned, taking this Section 31 as a whole, I cannot read it otherwise than that it does grant complete power to create monopolies in this country. (Applause.) If it does not mean to grant that power then it is not as carefully written as it should be written. It has so impressed the mind of the attorney general and the governor, and it has so impressed what I am pleased to call my mind. With the time and opportunity at my disposal I could arrive at no other conclusion than that at which the governor and attorney general arrive. That is all that I care to say upon that subject, further than this, that if we are right in that interpretation of Section 31, then I emphatically believe that this act does work a revolution in the policy of this state with reference to trusts and corporations, a dangerous revolution which, in my humble judgment should not be enacted into law.
Then, therefore, I am further of the opinion that before this act becomes a law, and I have already indicated that in the main I think it should become a law, this section should be carefully considered and perhaps re-written.
In reference to the ownership of real estate in perpetuity, the chairman of the committee has suggested that the life of a corporation is 99 years and therefore the owning of property for 99 years would not be in perpetuity. That is true, technically speaking, but we all know that practically it is a very easy matter for a corporation, before the 99 year period has arrived, to have another corporation organized and the property of the corporation about to expire might be transferred to another corpora
tion. We all know how easy that can be done, and that it is very easy to make the ownership of property practically perpetual by that method. Now I am not one of those who believe that corporations should not be permitted to deal in real estate. I do not say that the same reason which caused the enactment of the statute of mortmain now exists as fully at least as the reasons existed when those statutes were enacted, but I do not think it would be healthy for a corporation to be permitted to hold real estate in perpetuity and that there should be some limitation upon that power, and I do not think this act sufficiently guards. against that power, and that in that respect it should be amended.
There is only one other matter to which I desire to call your attention, and that is the power to transact all of its business outside of the state. "This bill objected to expressly authorizes a corporation organized thereunder to transact any part of its business outside of the state and to hold the annual and special meeting of stockholders and the meeting of the board of directors outside of the state where the operation of our laws does not extend. This, in my judgment (I am reading from the opinion of the attorney general), may lead to serious results. It is a new provision."
I do not think that corporations created under the laws of this state should be permitted to transact their most important business, where they are not subject to the jurisdiction of the laws of this state. I see no reason for that provision in the act and therefore, so far as I am concerned, I should like to see it eliminated before this act becomes a law. Gentlemen, I promised not to take much of your time, and I thank you for your attention. (Applause.)
THE PRESIDENT: Mr. Velde?
MR. VELDE: Mr. Chairman, and Gentlemen of the Association: I had not had the pleasure of gaining the information which was received from the letter of Attorney General Stead, but in the main I subscribe to the theory that he annunciates in his letter, and in his objections to this bill. (Applause.) I agree thoroughly with Judge Worthington in his opinion that