Imagens das páginas

MAYBERRY, J. L. Rules governing the delivery, registration and transfer of stocks and bonds. (Westfield, N. Y.: Westfield Leader Press. 1918. Pp. 16. 80c.)

MOXEY, E. P., JR. Principles of factory cost keeping. (New York: Ronald Press. 1918. Pp. 102. $1.)

PAINE, P. M. and STROUD, B. K. Oil production methods. With a chapter on accounting systems, by W. F. and W. B. SAMPSON. (San Francisco: Western Engg. Pub. Co. 1913. Pp. 239. $3.)

RICHARDSON, A. P. mercial credit. 1914. Pp. 99.

The influence of accountants' certificates on com(New York: Am. Assoc. of Public Accountants. 50c.)

SMITH, C. W. and THOMAS, S. M. Farm accounts. (Philadelphia: Laurel Book Co. 1918. Pp. 82. 30c.)

THOMSON, H. C. Patents, trade-marks, design patents. (Boston: Bellevue Pub. Co. 1913. Pp. 372. $5.)

Arbitration records, 1779-1792. Chamber of Commerce, State of New York. (Privately printed.)

The commercial law of Great Britain and Ireland. Two volumes. (London: Sweet & Maxwell. 1914. £2. 2s.)

An ice accounting system, devised and recommended to all ice dealers. (New York; Natural Ice Assoc. of America. 1913. Pp. 52. $10.) The library of business practice. Ten volumes. (Chicago: A. H. Shaw Co. 1914.)

List of books on accounting and budget making in the library. (New York: Municipal Reference Library. 1913.)

Three hundred investment terms explained. (London: Financial Review of Reviews. 1914. 1s.)

The year book of American securities. Sixth edition. (New York: Gibson Pub. Co. 1914. $10.)

Capital and Capitalistic Organization

Foreign Companies and Other Corporations. By E. HILTON YOUNG. (Cambridge: Cambridge University Press, 1912. Pp. xii, 332.)

The author of this scholarly book is a barrister-at-law and city editor of The Morning Post. His theme is an important topic in the field of private international law or what in America has more frequently been called the "conflict of laws." The first half of the book is devoted to a general analysis of the principles relating to the status of foreign corporations in both civil-law and commonlaw jurisdictions, while its second half sets forth in more detail

the actual status of such corporations in English law. Although juristic in scope and method, yet, dealing as it does with the fundamental grounds upon which a state or nation may withhold or grant recognition to the corporations of another jurisdiction, the book is of distinct importance to economists. Aside from the practical significance of these matters in relation to the control of corporate activity, there is the further consequence that their consideration brings into sharp relief the various issues respecting the fundamental legal nature of a corporation.

The continental juristic writers who have wrestled with these problems are aligned in two groups: on the one hand, those who uphold the "restrictive system," according to which a corporation is incapable of being recognized as a person outside the state of its origin; and, on the other hand, the supporters of the "liberal system," who hold that foreign juristic persons are entitled to legal recognition in the same manner as natural persons. The restrictive theory is an outgrowth of the "fictitious person" concept of a corporation, rooted in both Roman and common law, while the liberal theory is, historically at least, similarly bound up with the Germanic "real person" notion of a corporation. Mr. Young, in an elaborate and subtle analysis, claims for the liberal system superiority in both logical coherence and practical consequences.

So far as practical consequences are concerned there is hardly so much difference between the two systems as might be supposed. The logic of the restrictionists has to be elastic enough to provide some sort of civil status for foreign corporations, whether by express recognition on the part of the state or otherwise, while even the most extreme advocates of the liberal theory have to make room for the admitted subordination of the powers and functions of a foreign corporation to the public policy of the state. Yet substantial differences remain. Take, for example, the matter of domicile. By the restrictive theory a corporation's domicile is, of course, in the state of its origin. Shaping his analysis in accordance with the logic of the liberal system Mr. Young holds that a corporation should be considered as domestic in the country or state in which the actual center of business activity is located. It seems fairly obvious that an acceptance of this principle would in practice lead to much confusion. It might fairly be argued, moreover, that if the "reality" of corporate personality be conceded, there is no logical reason why a corporation should be restricted, like a natural person, to one domicile, but should be

considered a domestic corporation wherever it has an office (as distinguished from a mere agency). In this case the problems of jurisdiction in such matters as taxation would be extremely complex.

Nowhere else is the problem of the foreign corporation so complex as in the United States, with its half-a-hundred corporation-making sovereignties. Mr. Young points to the status of our law on these matters as an example of the restrictive system at its exceedingly illogical worst. So far as the details of our law are concerned, his account, based as it is on a first-hand study of decisions, is probably sufficiently accurate. But although the reviewer claims no special competence in these matters, he hazards the opinion that Mr. Young's statements of the general principles of our law are of questionable accuracy. It is true that the early decisions in many of our jurisdictions were narrowly "restrictive." It is also true that our courts have been forced by the growth of corporate activities to let down the bars so that foreign corporations, in default of express statutory restrictions, may enjoy the ordinary legal rights and exercise their normal business functions. But in so doing the courts have not tried to cling so persistently to the logic of the restrictive system as Mr. Young intimates. The fiction of "interstate comity," fathered by Story and Taney, is no longer an essential factor in the situation. In very general terms it may be said that while our law still views a corporation as a fictitious or artificial thing so far as the mode of its coming into being is concerned, when once created its existence is to be admitted as a fact by other states as well as the state creating it. And the most common restriction which our states put upon a foreign corporation-that it shall be "found" for purposes of litigation in any state in which it does business-is in itself distinctly a recognition of more than a rigidly fictitious juristic "personality."

This does not mean the recognition of anything like the "real person" concept of a corporation, for this would be unmanageable and (from the point of view of public control) even dangerous. The general trend of American decisions is toward a less rigid use of any sort of analogy between the corporation conceived as an abstract whole and a natural person and a greater emphasis upon the particular privileges, rights, and duties pertaining to its various concrete parts.

Cornell University.


A Treatise on the Law of Public Utilities Operating in Cities and Towns. By OSCAR L. POND. (Indianapolis: The BobbsMerrill Company. 1913. Pp. liv, 954. $6.00.)

We have in this thick volume an authoritative and practical treatise on the law of public utilities, based on several hundred court decisions-most of them comparatively recent. The author's aim and method can best be set forth by quoting and condensing freely from his own words in the introductory chapter.

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This treatise attempts to ascertain both the nature of the municipal corporation as expressed in law . . . to discover what limitations are placed on municipal activity by our constitutions . . and also to ascertain what are the most efficient methods of regulation and control available to the state or municipality. . . . The public utility commission is the latest form of securing the necessary intelligent regulation and control and is attended with the least possible expenditure of money and time. . . . The theory of the regulation of municipal public utilities by the state through such a commission is to avoid competition which is now generally recognized as a needless economic waste and an entirely insufficient method of securing the necessary regulation and control.

Municipal corporations act in two capacities, governmental or public and business or private. When acting in a business capacity the municipal corporation is liable to the consumer the same as a private corporation is. Court decisions are favoring a liberal construction of the business powers. Franchises are construed strictly against the grantee. There is no exclusive franchise under the implied powers of the municipality. Some conservative court decisions find public utility systems to be additional servitudes, while progressive decisions hold the contrary. Street privileges and police power are fully defined by the author.

The rate question-the most interesting part of the book to the economist-receives competent and adequate treatment. The reasonableness of the rate which the city has a right to fix leads the author into a discussion of these considerations: cost of service; value of service; reasonable return on fair value of investment (the word "investment" is used by the author as synonymous with "property"); physical depreciation and obsolescence; risk of investment; good-will ("no good-will under monopoly, for there is no choice"). Four theories of valuation are treated, namely, original cost, cost of reproduction, outstanding capitalization, and present value. The courts are inclined to accept valuation as meaning value of "going concern with established

income," and not merely the "bare bones of the plant." The author commends the sliding scale of rates. The Wisconsin Public Utilities law is approved for requiring capitalization and investment to coincide, and especially approved for forbidding competition. Adequate regulation of municipal ownership, one or the other, is declared to be inevitable. The power of municipal ownership

should always be available.

This work is excellent from both the legal and the economic standpoint. The chapters on rates are the most unsatisfactory and inconclusive, through no fault of the author's but due wholly to the present unhappy state of judicial opinion on this politicoeconomic-legal question. The probable solution is mentioned above. While in every sense a standard legal treatise, yet the author wisely gives in each chapter just enough subjective treatment to save the work from being absolutely colorless, a fault which many legal works have. There are printed in full as appendices the New York Public Service Commission law and the Public Utilities law of Wisconsin and of Indiana.

University of North Dakota.



COUSE, H. A. The law of private corporations in Ohio. (Cincinnati: W. H. Anderson Co. 1914. 2 vols. $13.)

DEWING, A. S. Corporate promotions and reorganizations. Harvard economic studies, X. (Cambridge: Harvard University Press. 1914. Pp. 670. $2.50.)

To be reviewed.

EBNER, G. Die Kartellgeschichte der deutschen Röhrenindustrie. (Berlin: Deutscher Montan-Bund. 1913. Pp. 48. 1 M.)

GOERRIG, R. Der Tabaktrust und seine Gefahren für Deutschland. (Dresden: F. E. Boden. 1914. Pp. 40.)

HILL, J. P. and PADGETT, A. R. Annotated public service commission law of Maryland, with rules of commission and forms. (Baltimore: M. Curlander. 1913. Pp. viii, 212. $3.)

HIRST, M. E. The story of trusts. The nation's library, no. 5. (London: Collins. 1913. Pp. 264. 1s.)

MUNSON, C. L. The public service company law of Pennsylvania (approved July 26, 1913). Digested, topically arranged, and indexed. (Williamsport, Pa.: Grit Pub. Co. 1913. Pp. 64.)

RUSSELL, S. The disintegration of monopoly, and other articles. (Salt Lake City: Samuel Russell. 1913. Pp. 63. 50c.)

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