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Show SPOONER IS OPPOSED. Wc aro sorry to sec that Ex-Scanlor John C. Spooner is of the opinion that tho Federal incorporation bill, ns urged by tho President nnd as introduced in Congress, is unconstitutional. Mr. Spooner stands very high as an expounder ex-pounder of the Constitution. His opinions opin-ions on the construction of that great instrument aro entitled to respect. And I yet others who aro strong constitutional law3'crs, including the President himself him-self in that category, and Attorney General Gen-eral Wickcrsham, .believe thoroughly in the validity of tho proposed statute. It may bo, as Mr. Spooner says, that it is a now theory that Congress has tho power to create corporations that can enter a State to do business whether tho State wants them or not. But after all, while that may be a new theory, wo doubt if anv State would obioct to the incoming of a National corporation to do business within its borders. Certainly Cer-tainly it is a far moro logical proposition proposi-tion that Congress may incorporafo a concern to do an interstate business, than that a Stafo is authorized to enact such a corporation. Tho enactment by the State of a charier for a corporation is of course a perfectly valid proposition, proposi-tion, so far as tho dointr of business by that corporation within that State is concerned, but why should tho State be conceded the right to extend the provisions of its law and empower the corporation whoso life is contained within that charto'r, into other States The laws of ono State arc not effective ef-fective in another; and while it has been the custom to allow corporations a charter in one Stale to do business in other States, there is nothing logical about it, and there is nothing imperative impera-tive upon any State to allow a concern chartered in any other Stalo to do business within its boundaries. Utah, for instance, allows a number of corporations cor-porations chartered in other States to do business here. This, however, is in effect to allow the statute of each of the States so 'chartering a corporation and that docs business hero, to be effective ef-fective in Utah. It certainly will bo no greater hnrdslnp lor tho State of Utah to allow a corporation chartered by Congress to do business hero than to allow a corporation charlorod in New York, Connecticut, Kentucky, or somo other State to conic hero and transact its business under the authority conferred con-ferred by tho State of its incorporation. So far an that is concerned, if it is a question simply of allowing a corporation corpora-tion to intrude within t lie Slate, there can surely bo no greater (wo could say oven less) objection to the intruding of a. national incorporation or a corporation corpora-tion created by another Stntc. With respect to the other point made by Mr. Spooner that it will bo impossible impos-sible fir the National Government to superviso affectively, tho -100,000 corporations cor-porations in tho United States, it may bo enid that if this is an objection at all, it anplica quite ns forcibly to the present corporation tax law. as to national na-tional incorporation. In fact it applies a great deal more strongly, because under un-der a national incorporation act, no special supervision would be necessary, as long as the corporations hold to the terms of their charters. But under the present corporation tnx law, Micro is tho very cspionngo in supervision that Mr. Spooner declares to be unconstitu tional, This portion of his remarks applies ap-plies directly to tho present corporation tax law, :md in a Icbh degree and indirectly in-directly against the proposed national incorporation. There is much to say in favor of Mr. Spooner 's position as applied to the prcsont corporation tax. and not tho least of tho criticisms niado against, it is that it undertakes to supervise, su-pervise, control and require reports from corporations that are chartered under State laws, and with respect to which Congress has laid.no foundation for the supervision and exactions that the law imposes. IT tho corpora lions that arc aimed at under the corporation corpora-tion tax law. were in fact Nalionnl incorporations in-corporations instead of Stalo incorporations, incorpora-tions, then there would bo a far better foundation for the dealing with them by Congress than flioro is now; and in so far as that particular point is con-cornod, con-cornod, we beliovo that Senator Spooner Spoon-er 's objection will be found valid. But the fact that the National incorporation incor-poration act. is merely permissive, will bo found to bo a very strong point in its favor, and it is a point which is not in favor of the presout corporation tax law. |