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the government. He holds that the only con stitutional course was resignation or dissolu tion. CONSTITUTIONAL LAW (Rate Regulation). In the May Harvard Law Review (V. xix, p. 487), Adelbert Moot discusses a variety of practical points in connection with the sub ject of " Railway Rate Regulation." The point of chief interest to the profession which he takes up is whether Congress may delegate to a commission the power to condemn regu lations and practices of common carriers with out fixing any standards by which to test the lawfulness of such regulations and practices, and he concludes that it cannot. He also seems to conclude that under the due process clause a temporary injunction to protect legal rights until a court of equity could finally hear and determine the' case, cannot be re fused . CORPORATIONS. " A Treatise on the In corporation and Organization of Corporations created under the business corporation acts of the several states and territories of the United States " by Thomas Gold Frost, Little Brown & Co., zd edition, Boston, 1906. The first part of this book contains chapters concisely treating of the law and practice relating to the organization of corporations, the issue of stock, and legislative control over domestic and foreign corporations. The second part consists of a synopsis of incorporation acts of the several states and territories and of the Dominion of Canada and Manitoba. Part three consists of forms and precedents. It includes an excellent selection of object clauses for charters. There are al&o extensive tables of organization and annual franchise fees for both domestic and foreign corporations in the different states, and tabulations of the answers to various questions which arise when select ing a jurisdiction in which to incorporate. Such for example, as whether or not there are any residential requirements as to directors. So long as our present highly artificial con dition of interstate corporation law is per mitted to continue this work will prove a valu able guide to lawyers in the selection of juris dictions in which to incorporate, and in the preparation of charters and by-laws. It is the most effective work of a general nature on this subject which has yet been published.
CORPORATIONS (Foreign). A further discussion of legal fictions entitled " The Legal Personality of a Foreign Corporation," by E. Hilton Young, appears in the April Law Quarterly Review (V, xxii, p. 178). "Since the time when trading corporations first began to carry on business in civilized states other than those in which they were incorporated, difficulties have been felt in understanding their status in the foreign states by lawyers whose minds have been held by the prevalent theories of fiction and concession. Its personality is conceded to a corporation by the state, and exists only as a fiction of the municipal law of the state which conceded it. The authority of the state does not extend, and its municipal law has no jurisdiction, beyond the frontiers of the state. How, then, can the corporation exist outside the medium, as it were, of which it is composed. "But it is questionable whether this geo graphical manner of considering the problem of the status of a migrating corporation is not a misleading manner. A truer statement of the problem is from the point of view rather of metaphysics than geography. The prob lem has usually been discussed in connection with questions of jurisdiction, and for that reason the geographical aspect of the question has been pushed into the foreground. The physical absence of a corporation from the scene of its activities in a foreign state is mate rial in considering the question whether the courts of that state can exercise jurisdiction over the corporation; but it is not material in considering another and a more fundamental question, whether the fictitious personality which is conceded to a corporation by one state can become in another the ' subject ' of any legal rights and duties at all. In the special case of a contract, for instance, the first question is, how can the contract of the foreign corporation be enforced? The second and the more fundamental is, can the foreign corporation make a valid contract at all? The law of agency, it is said, will help us to answer the first question, in which we are concerned with jurisdiction: but it will not help us to answer the second, in which we are concerned with power and capacity; for if a principal has no power or capacity in law to perform an act himself, he cannot;n /err.ral
