Page:The Green Bag (1889–1914), Volume 14.pdf/507

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The Green Bag.

contracts into which the promoters or organ izers have entered; the consideration paid for property purchased or acquired; the amount of money to be used for preliminary ex penses; the amount to be reserved for work ing capital, and all information necessary for safe and intelligent investment. For a false statement, or for issuing a prospectus which does not make a full disclosure of the corporate affairs, the promoters and their associates, the officers and their agents, should be held legally responsible and be subject to a fine or imprisonment. The head of the Corporation Department, through his staff of examiners, annually should examine the affairs of all corporations organized in the State, inspecting their books, agreements, receipts, expenditures, vouchers, records of meetings of directors and stockholders, and report the condition of their affairs as of the first of January of each year. Power should be given him to compel the attendance of witnesses to be ex amined under oath. And if it should be found that the corporation was over-capital ized or was violating any of the laws of the State, or of the United States, the Corpora tion Department, after giving a thirty days' written notice to rectify the wrong, should place the evidence in the hands of the At torney General, who should immediately begin an action to annul its charter. All foreign corporations doing business within the State should be annually examined by the head of this department to ascertain the amount of business done in the State and to determine whether the corporation was obeying the laws. A detailed report of the examination of the property, business, profits and losses of every corporation should be made each year and kept on file in the office of the depart ment. A summary statement of its assets and liabilities, the amount of stock issued and

the amount paid thereon, in cash and other wise, the actual amount of surplus and the nature and mode in which it has been used and invested, should be published in the State paper and also in one newspaper published in the county where the prin cipal place of business of such corpora tion is located. Such notice would furnish sufficient data for safe and intelligent invest ment. By means of a State Board of Exam iners the affairs of each corporation would be come known, and the purchaser of bonds and stocks could rely upon the Board to see that the corporations were not over-capitalized and that they were doing business honestly and fairly and within the provisions of law. In this way, the corporation, the purchaser of corporate bonds and stocks, and the general public would be protected. The State, which gives to a group of citizens a charter of in corporation, a special privilege, an advantage they did not possess as individuals, has the right to know that the privilege is not being used unfairly or illegally. If a corporation is legally organized and is conducting a legit imate business, no injury will be done it by inspection. Every corporation is rated according to the profits made. The corporate charter is val ued exclusively by the prosperity of the cor poration. A tax upon the profits would be governed by actual results and be equal in its effect upon the different corporations and be just in its general operation. Whether or not a corporation has a special privilege in the nature of a monopoly given by a patent, by the tariff, or by the control of the market, would make no difference in the laying of the tax. If a corporation possessed any of these privileges, it would be obliged to pay for them, and to pay for them in proportion to their value, as evidenced by their earning power. A corporation should be permitted to earn a reasonable profit on its assets. If this per