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MESSAGE OF THE PRESIDENT — *■ t M l Tin GbHpIms flu Anti- i trost SMita ■W REMEDIES SU 66 ESTED. Net Repeal or Amendment, but Sup- plementel Legislation Needed—The Tebaeee Trust Decision an Effective One—Federal Incorporation Recom mended and a Federal Corporation Cemmiasien Proposed—The Test of ■Reasonableness.\ T o the Senate and Honse of Repre- eentadree: This meesage Is the first of several w h ic h 1 shall send to congress during the interval between the opening of h e regular session and Its adjourn ■tent for the Christmas holidays. The am o u n t of information to lie com mu ■Seated as to the operations of the governm ent, the number of Important aubjecta calling for comment by the executive and the transm ission to con gresa of exhaustive reports of special commissions make it impossible to In elude in one message of a reasonable length a discussion of the topics that ought to be brought to the attention of the national legislature a t its first regular session. The A n ti-trust Law—The Supreme Court Decisions. In May last the suprem e court band ed down decisions In the s u its in equl ty brought by the United States to en join the further m aintenance of the Standard Oil trust and of the Amerl can Tobacco trust and to secure their dissolution. The decisions are epoch m a k ing and serve to advise the bust ness world authoritatively of the scope and operation of the anti-trust act of 1800 The decisions do not de part In any substantial way from the previous de-M ona of the court In con struing and applying this Important statute, but they clarify those dec! skins by further defining the already adm itted exceptions to the literal con struct Ion of the act. By the decrees they furnish a useful precedent as to the proper method of dealing with the capital and property of Illegal trusts These decisions suggest the need and wisdom of additional or supplem ental , legislation to make it easier for the entire business community to square w ith the rule of action and legality thus finally established and to pre serve the benefit, freedom and spur of reasonable competition w ithout loss of real efficiency or progress No Change In the Rule of Decision Merely In Its F o r m of Expression. The statute In Its first section de Clares to be Illegal \evert contract combination In the form of trust o otherw ise or conspiracy In restraint of trade or commerce among the sex era I states or with foreign nations' and In the second declares guilty of a m isdem eanor \every person who shall monopolize or attem p t to monopolize or combine or conspire with any other person to monopolize any part of the trade or commerce of the several states or with foreign nations.\ In tw o early cases, where the statute was Invoked to enjoin a transporta tlon rate agreem ent between Inter state railroad companies. It was held th a t It wae no defense to show that the agreem ent as to rates complained of was reasonable at common law. be cause it was said that the statu te was directed against all contracts and com blnatlons In restraint of trade, whether reasonable at common law or n o t It was plain from the record, however, that the contracts complained of In those vases would not have been deem ed reasonable at common law. In sub sequent cases the court said that the statu te should be given a reasonable const motion and refused to Include w ithin Its Inhibition certain contrac fuel restraints of trade which It de nom inated ns Incidental.or »s Indirect These cases of restrant of trade that the court excepted from the operation of the statute were Instances which at common laxv would have been call ed reasonable. In the Standard Oil and tolincco cases, therefore, the conn merely adopted the tests of the com moo law and In defining exceptions to the literal application of the statute only substituted for the test of being Incidental or Indirect that of being reasonable, and this without varying In the slightest the actual scope and effect of the statute In other words, all the cases under the statu te which have now been decided would have keen decided the same way If the court had originally accepted In Its construction the rule at common law It has been said that the c o u rt by In traducing Into the construction of the statu te common law distinctions has em a sculated It This Is obviously un true By Its Judgment every contract and combination In restraint of Inter atate trade made with the puriwse or necessary effect of controlling prices by jstifling competition or of establish ing In whole or in part a monopoly such trade is condemned by {be stat- ote The most extrem e critics cannot Instance a case that ought to be con derailed under the eta tut# which la not brought w ithin tta term s as th u s con ■trued. T h e eoggw tlon Is also m ade th a t the suprem e court by tta decision In the test tw o cases has committed to the court th e andefloed and unllndted dte a n t i a n to determ ine w h ether ■ e e w of o f trade to wtthtn the terms of the eta tuts. Tide to wholly entree. A reasonable restraint o f trade e t com mon law is well understood and is clearly defined. It does not rest In the discretion of the co u rt It m u st be limited to accomplish the purpose of a lawful main contract to which in order that It shall be enforceable a t all It must be Incidental. If It exceed the needs o f th a t c o n tract It Is void. The teat of reasonableness was never applied by the court at comman law to contracts or combinations or con spiracles In restraint of trade whose purpose was or whose necessary efiect would be to stifle competition, to too trot prices or establish monopolies The courts neves assumed power to ■ay th a t such contracts or comhlna tlons or conspiracies might be lawtin If the parties to them were only mod erate In the use of the power thus se cured and did not exni-t from the pub lie too great and exorbitant prices. It Is true th a t many theorists and others engaged In business violating the stat ute have hoped that some such line could be draw n by courts, but no court of authority has ever attem p ted It Certainly there Is nothing In the deci sions of the latest two cases from which such a dangerous theory of Ju dlclal discretion In enforcing this stat ute can derive the slightest sanction. Force and Effectlveneis of Statute a M atter of Growth. We have been twenty-one years mak Ing this statute effective for the pur poses for which It was enacted. The Knight case was discouraging and seemed to rem it to the states the whole available power to attack and suppress the evils of the trusts. Slowly, bowev er, the error of that Judgment was cor reeled, and only In the last three or four years has the heavy hand of the law been laid upon the great Illegal combinations th a t have exercised such an absolute dominion over many of our industries. Criminal prosecutions have been brought, and a number are pend Ing, but Juries have felt averse to con vlctlng for Jail sentences and Judges have been most reluctant to Impose each sentences on men of respectable standing In society whose offense has been regarded as merely statutory Still, as the offense becomes better tin tierstood and the committing of it pur takes more of studied and deliberate defiance of the law we can be confi dent that Juries will convict Indlvldu als and that Jail sentences will be iin posed. p The Remedy In Equity by Dissolution In the Standard Oil case the supreme and circuit courts found the com hi tin tion to be a monopoly of the luterstuti business of refining transporting and m arketing petroleum and Its products effected and m aintained through thir ty-seven different corporations, lin stock of which was held by a New Jer sey company. It in effect commanded the dissolution of this combination, di reeled the transfer and pro rata distri button by the \New Jersey company ol the stock held by It In the thirty-seven corporations to and among Its stock holders, and the corporations and iudi v Id mil defendants were enjoined from conspiring or combining to restore such monopoly, and all agreements be tween the subsidiary corporations tend Ing to produce or bring about further violations of the act were enjoined. In the tobacco case the court found that the individual defendants, tweu ty-nine In number, bud been engaged In a successful effort to acquire com plete dominion over the m anufacture sale and distribution of tobacco in this country and abroad and that this had been done by combinations made with a purpose and effect to stifle competl tlon. control prices and establish a monopoly, not only in the m anufacture of tobacco, but also of tin foil and lic orice used in Its m anufacture and ot its products of cigars, cigarettes and snuffs. The tobacco suit presented a far more complicated and difficult case than the Standard Oil suit.for a decree which would effectuate the will of the court and end the violation of the s tat ute There was here no single hold Ing company, as In the case of the Standard Oil t r u s t The main compan.v was the American Tobacco company, a m a nufacturing, selling and holding company.* The plan adopted to de stroy the combination and restore eom petition Involved the redlvlslon of the capital and niants of the whole trust between some of the companies con sthutlng thf trust and new com p a n ic ' organized for the purposes of the de t ree timl uyide parties to it and num he ring, new and old. fourteen. Situation After Readjustment. The American Tobacco company loldi, readjusted capital $92,000,000: the Liggett & Meyers Tobacco companx mewl, capital $07,000,000; the P. Lorll lard company mewi, capital $47,000. 000. and the R. J. Reynolds Tobacco company (old), capital $7,625,000. are chiefly engaged In the m anufacture and sale of chewing and smoking to bucco and cigars. The form er one tin foil company Is divided Into two. one of $825,000 capital and the other of $400,000 The one snuff company is divided Into three companies, one with a capital of $15,000,000. another with a capital of $8.000.ono and a third with n capital of $H.O0U.000 The licorice companies nre two. one with a capital of $3,758,300 and another with a cap! lal of $2,000,000. There Is also the British-American Tobacco company, n British coriMiratlon. doing business abroad with a capital of $20,000,000 the Porto Rican Tobacco company, with a capital- of $1,800,000. and the corporation of United Cigar Stores with a capital of $9,000,000. Under tyl* arrangem e n t each of the different kinds of bnalneaa will be <B* tributed between tw o or more rom ps ales with a division of the prominent brands In the sam e tobacco products. to m ake competition not only possible, bat necessary. Thee the e f the e o n try to dtolded tbet the pra— it te- depraden t com pa mew b a r e t l M per c e n t while the American Tobacco com pany trill h a r e 83.06 per cent, the Lig gett A Meyers 20.06 p er cent, the Lorll- lard company 22.82 per cent and the i Reynolds company 2.06 per cen t The : stock of fb- other thirteen companies. ! both preferred, ->nd common, baa been : taken from the defendant American Tobacco company and baa been dls- | tributed ammig Its stockholders. All j covenants rH-trletlug competition have ; been declared null and further fier- I forma nee of them has been enjoined, i The preferred stock of the different companies has now been given voting power which was denied it under the old organization. The ratio of the pre ferret! stock to the common was as 78 to 40 This constitutes a very decided change In the character of the owner ship and control of each company. In the original suit there were twen ty-nlne defendants, who were charged te ownerablp e f the stork, as all op portunity for continued co-operation m o st disappear. Those critics wbo apeak of this disintegration In the trust as a m ere change of g a rm e n ts bare not given consideration to the Inevitable working of the decree and understand’ little the personal danger of attem p t ing to evade or set at naught the sol emn injunction of a court whose object la made plain by the decree and whose Inhibitions are set forth with a detail and comprehensiveness unexampled In the history of equity Jurisprudence. Voluntary Reorganizations of Other Trusts at Hand. The effect of these two decisions has led to decrees dissolving the comhlna tlon of m a n u facturers of electric lamps, a sum hern wholesale grocers' association, an lnterlx>cutory decree against the powder trust, with direc tions by the circuit court compelling the dtotm twnce to toutneee th a t weald probably attend the dtseoluttou e f tbeea offending trusts. I eaid: \But such an Investigation and poe eible prosecution of corporations whose prosperity or destruction affects the com fort not only of stockholders, but of millions of wage earners, employees and associated tradesm en, m u st necee eerily tend io disturb the confidence of the business community, to dry up the now flowing sources of capital from Its plu-ea of boarding and pro t’^ - e a halt in our present prosperity ! m a t will cause suffering and strained circumstance-i among the Innocent many for the faults of the guilty fexv , The question which I wish In this message to bring clearly to the con slderatlon nud discussion of congre—- Is whether. In order to avoid such i possible business danger, something cannot be done by -which these busi with being the conspirators through t dlssotorion, and other combinations of ness com hi nations may be offered a whom the Illegal comblnaflon acquired and exercised Its unlawful dominion Under the decree these defendants will hold amounts of stock In the cartons distributee companies ranging from 41 per cent as a maximum to 28'A [wr cent as a minimum, except In the case of one email company, the Porto Rican Tobacco company. In which they xvlll hold 45 per cent. The twenty-nine In dividual defendants are enjoined for three years from buying any stock ex cept from en- h other, and the group Is thus prevented from extending its con trol during that period. All parties to the suit and the new companies who are made parties are enjoined perpet nally from In any way effecting any combination between any of the com panlee In violation of the statute by way of resumption of Oie old trust. Each of the fourteen companies Is en Joined from acquiring stock In any of the others. All these companies are enjoined from having common dlrec tors or officers, or common buying or selling agents, or common offices, or lending money to each other. Size of New Companies. Objection was made by certain In dependent tobacco companies that this settlem ent was unjust because It left companies with very large capital In active business and ment that would he effective to put nil on an equality would be a division ot a sim ilar history are now negotiating j with the departm e n t of Justice looking I to a disintegration by decree and re organization In accordance with law It seems possible to bring about these 1 reorganizations without general bust □ess disturbance. Movement For Repeal of the Anti trust Law. But now that the anti-trust act Is seen to be effective for the accomplish ment of the purpose of Its enactm ent we a re met by a cry from many differ ent quarters for Its repeal. It la said to be obstructive g^Jiuslness progress, to be an attem p t to restore old fash ioned methods of destructive competi tion between small unite and to make impossible those useful combinations of capital and the reduction of the cost of production that are essential to con tinned prosperity and normal growth. In the recent decisions the supreme court makes clear th a t there Is noth Ing in the statute which condemns combinations of capital or mere big ness of plant organized to secure econ omy In production and a reduction of Its cost It Is only when the purpose or necessary effect of the organization and maintenance of the combination or the aggregation of Immense size are means, without great financial di=i tor violations of the isw aa we practical or wise. Such a bureau or commission well be Invested also with the doty already referred to of aiding courts In the dissolution and recreation of I trusts within the law. It should be an executive tribunal of the dignity and power of the comptroller of the cur rency or the Interstate commerce com mission. which now exercises supervis ory power over Im p o rtant claaeaa of corporations under federal regulation. The drafting of aocb a federal In corporation law would offer am p le op portunity to prevent many m a n ifest evils In corporate m anagem ent today. Including Irresponsibility of control In the hands of the few wbo are not the real owners Incorporation Voluntary. I recommend that the federal char ters thus to be granted shall be volun tary. at least until experience Juatifles manxl.itory provisions. The benefit to turbance. of changing the character, be derived from the operation of great organization and extent of their bud ness Into one within the lines of the i law under federal control and super [ vision, securing compliance with the anti trust statute \Generally In the Industrial combina tlons called 'trusts' the principal bus! ness Is the sale of goods in many s t a t e s and In foreign m a rkets—in other words, the Interstate and foreign business far , exceeds the business done In any one state. This fact will Justify the fed era I government In granting a federal charter to such a combination to make 1 and sell in Interstate and foreign com merce the products of useful raanufax lure under such limitations as will se businesses under the protection of sacti a charter would attract all who are anxious to keep within the Hues of the law Other large combinations thek fail to take advantage of the federal Incorporation will not have a right to complain If their failure Is ascribed to unwillingness to submit their transac tions to the careful official scrutiny, competent suiiervlslon and publicity attendant upon the enjoym ent of such a charter Only Supplemental Legislation Needed. The opportunity thus suggested for federal incorporation. I t seems to me. Is suitable constructive legislation law. It Is possible so to fram e a stat ute that, while It offers protection to » federal company against harmful, vex atious and unnecessary Invasion by the states. It shall subject It to reason a ble taxation and control by the states with respect to Its purely local busi ness. • • • \Corporations organized under this act should be prohibited from acqulr Ing and holding stock In other corpo rations (except for special reasons. ... the stifling of competition, actual and uP°n “PProx-a. by the p r o ^ r federal th a t the settle 1 potential, and the enhancing of prices au 01 \ ls nv° n’\' ( ' . ! and establishing a monopoly that the under natlonal aU8Pkes of ,he boldh,c statute Is violated Mere size Is no . . , needed to facilitate the squaring of cure a compliance with the anti trust great lnduatrial enterprises to the rule the capital and plant of the trust Into sin against the law The merging of small fractious in amount more near two or more business plants iiecesscrl iy equal to that of each of the Inde 1 ly eliminates competition betxxecu ilie pendent companies. This contention, units thus combined, hut this ellmmu results from a misunderstanding ot the anti-trust laxv and Its purpose. It Is not Intended thereby to prevent the accumulation of large capital In busi ness enterprises In which such a com blnatlon can secure reduced cost of production, sale and distribution. It is directed against such an aggrega tion of capital only when Its purpose Is that of stifling competition, enhanc ing or controlling prices and establish ing a monopoly. If we shall have by the decree defeated these purposes and restored competition between the large units Into which the capital and plant have been divided we shall have accomplished the useful purpose of the statute. Confiscation Not the Purpose of the Statute. It Is not the purpose of the statute to confiscate the property and capital ot the offending trusts. Methods of punishment by fine or Imprisonment of the Individual offenders, by fine of the corporation or by forfeiture of Its goods In transportation are provided \ but the proceeding In equity Is a spe 1 clflc remedy to stop the operation of the trust by Injunction and prevent the future use of the plant and capital In violation of the statute. Effectiveness of Decree. 1 venture to say that not In the his tory of American low has a decree more effective for such a purpose been entered by a court than th a t against the tobacco tru s t As Circuit Judge Noyes said In his Judgment approving the decree: “The extent to which It has been necessary to tear apart this comhlna tion and force It Into new forms with the attendant burdens ought to demon strate that the federal a n ti trust s tatute Is a drastic s tatute which accomplishes effective results, which so long ns It st a mis on the statute books must ho obeyed and which cannot be disotiey ed without Incurring farreachlng pen altles. And. on the other ha ml. the successful reconstruction of this or ganizatlon should teach th a t the effect of enforcing this statute is not to de stroy, but to reconstruct: not to de mollsb, but to recreate In accordance with the conditions which the congress has declared shall exist among the people of the United States.’’ Common Stock Ownership. It has been assumed that the pres ent pro rata and common ownership In all these companies by form er stock holders of the tru s t would Insure a continuance of the sam e old single con trol of all the companies into which the tru s t has by decree been disinte grated. This Is erroneous and Is based upon the assumed Inefflcacy and innoc uousqgsa of Judicial Injunctions The companies are enjoined from co-opera tion or combination: they have differ ent managers, directors, purchasing and sales agents If all or many of the numerous stockholders, reaching Into the thousands, attem p t to secure concerted action of the companies with a view to the control of the market their number la so large that such an attem p t could not well be concealed and tta prime movers and all Its partlc I p a n ts would be a t once subject to con tempt proceedings and Imprisonment of a summary character The tmmedl ate result of the present situation will necessarily he activity by all the com panics under different managers, and then competition m e e t follow or there will be activity hy one company and stagnation by another. Only e abort thee wUI toerttaW y toed to a change tlon is In contravention of the statute only when the combination is made for purpose of ending tills particular com petition In order to secure control of and enhance prices and create n mo nopoly. Lack of Definiteness In the Statute. The complaint Is made of the stat ute that it is not sufficiently definite in its description of that which Is for bidden to enable business men to avoid its violation. The suggestion Is thu: we may have a combination of two corporations which may run on for years and that subsequently the at torney general may conclude th a t it was a violation of the statute and that which was supposed by the combiners to be Innocent then turns out to be a combination in violation of the statute T{je answ e r to this hypothetical case is that when men attem p t to amass such stupendous capital as will enable them to suppress competition, control prices and establish a monopoly they know the purpose of their acts. Men do not do such a thing w ithout having It clearly In mind. If what they do Is merely for the purpose of reducing the cost of production, w ithout the thought of suppressing competition by use of tile bigness of the plant they are creating then they cannot be convicted at the time the union Is made, nor can they be convicted later unless It happen th a t later on they conclude to sup press competition and take the usual methods for doing so and thus estab llsh for themselves a monopoly. They can In such a case hardly complain If the motive which subsequently Is dis closed Is attributed by the court to ihi- origlnnl combination. New Remedies Suggested. Much Is said of the repeal of this statute and of constructive legislation Intended to accomplish the purpose and blaze a clear path for honest mer chants and business men to follow. It may be that such a plan will be evolved, tint I submit that the discus sloua which have been brought out in recent days by the fear of the con tinned execution of the anti-trust laxv have produced nothing but glittering generalities and have offered no line of distinction or role of action as defi nlte and as clear as that which the su preme court Itself lays down In on forcing the statute. Supplemental Legislation Needed. Not Repeal or Amendment I see no objection, and Indeed I can see decided advantages. In the enact ment of a law which shall describe and denounce methods of competition company with subordinate corporations In different states, which has been such nn effective agency in the crea tion of the great trusts and monopo lies \If the prohibition of the anti-trusi J act against combinations in restraint of trade Is to be effectively enforced It is essential that the national govern : ment shall provide for the creation of national corporations to carry on a le gltimnte business throughout the Unit ed States. The conflicting laws of tIn different states of the Union with re gpect to foreign corporations make it difficult. If not Impossible, for one cor porntion to comply with their require ments so ns to carry on business In a □ umber of different states.\ of action laid down by the anti tru s t : law. This statute as construed by the supreme court must continue to be the line of distinction for legitimate bust- : ness. It m ust be enforced unless we are to banish Individualism from all business and reduce It to one common 1 system of regulation or control Of prices like that which now prevails with respect to public utilities and which when applied to all business would he a long step tow a rd state so cialism. Importance of the A n ti-trust Act. The anti-trust act Is the expression of the effort of a freedom loving | h * o - ple to preserve equality of opportunity. It Is the result of the confident deter mination of such a people to maintain their future growth by preserving un controlled and unrestricted the enter prise of the Individual, his Industry, his Ingenuity, his Intelligence and his Independent courage For twenty years or more this stat ute has been upon the statute book. All knew Its general purpose and ap proved Many of Its violators were cynical over Its assumed Impotence. It seemed Impossible of enforcement. Slowly the mills of the courts ground, and only gradually did the majesty of the law assert ' Itself. Many of Its I renexv the recommendation of the statesm en authors died before It b**- enactmeut of a general law providing came a living force, and they and oth- for the voluntary formation of cor ♦*’\ \ \ r r - '” « hi.-h t h e v h n d porations to engage In trade and com merce among the states and with for eigu nations Every argum ent which was then advanced for such a laxv and every explanation which was at that time offered to possible objections has been confirmed by our experience since the enforcement of the anti-trust stat ute has resulted in the actual dissolu tlon of active commercial organiza It is even more m anifest noxv than It was then that the denunciation of conspiracies In restraint of trade should not and docs not mean the de . Dial of organizations large enough to he intrusted xvllh our Interstate anil foreign trade. It has been made more clear now than It was then that a purely negative statute like the anti trust law may well be supplemented by specific provisions for the building up and regulation of legitimate nn tlonal and foreign commerce. Government Administrative Experts Needed to Aid Courts In Trust Dissolutions. The drafting of the decrees in tin- dissolution of the present trusts, with a view to their reorganization Into le gitlmute corporations, has made it os pecially apparent that the courts are not provided with the adm inistrative machinery to make the necessary in qulrles preparatory to reorganization or to pursue such Inquiries, and they should be empowered to Invoke the aid of the bureau of corporations In determining the suitable reorgan iza tlon of the disintegrated parts The circuit court and the attorney general were greatly aided In fram ing the tie cree In the tobacco trust dissolution by an expert from the bureau of corpora Federal Corporation Commission Pro I do not set forth In detail the term.- and sections of a statute which might supply the constructive legislation |M-r era saw the evil groxv which they hnd hoped to destroy Now its efficacy Is seen; now Its power Is heavy: now Its object is near achievem ent Now we hear the call for Its repeal on the plea thnt It Interferes with business pros perity. and we nre advised In most general term s how by some other stat ute and In some other way the evil we are Just stam ping out can be cured If we only abandon this work of tw en ty years and try another experiment for another tenn of years. It Is said that the act has not done good Can this he said In the face of the effect of the Northern Securities decree? Thnt decree was In no way so drastic or Inblbltlve In detail ns ei ther the Standard Oil decree or the tobacco decree. But did It not stop for nil time the then powerful move ment toward the control of all the railroads of the country In a single hand? Such a one man power could not have been a healthful Influence In the republic, even though exercised under the general supervision of an Interstate commission. Do we desire to make such ruthless combinations and monopolies lawful? When all energies are directed, not to ward the reduction of the cost of pro duction for the public benefit by a healthful competition, but tow ard new ways and means for making perm a nent In a few hands the absolute con trol of the conditions and prices pre vailing In the whole field of Industry, then Individual enterprise and effort will be paralyzed and the spirit of commercial freedom will be dead. WM H. TAKT. The W hite House. Dec. 6, 1911. which are unfair and nre badges of the m a ting and aiding the formation of unlawful purpose denounced In the combinations of capital Into federal anti-trust law The attem p t and purj corporations. They should be subject pose to suppress a competitor by tin deraelllng him at a price so unprofltn ble ns to drive him out of business or the making of exclusive contracts with customers under which they are re quired to give up association with o t h er m a n u facturers and numerous kin dred methods for stifling competition and effecting monopoly should he de scribed with sufficient accuracy In a criminal statute on the one band to enable the government to shorten its task by prosecuting single mlsdemean ora Instead of an entire conspiracy and on the other hand to serve the purpose of pointing out more In detail to the boslneea community w h a t most be avoided. Fsderal Incorporation Recommended, la e epectal m e a n est to rangreaa on Jam. T, 1810, l veeterad to point oat to rigid rules as to their organization and procedure. Including effective pub deity, and to the closest supervision as to the Issue of stock and bonds by an executive bureau or commission In the departm e n t of commerce and labor, to which In times of donbt they might well submit their proposed plans for future business It must be distinctly understood that incorporation under a federal law conld not exempt the com pany thus formed and Its Incorporators and m anagers from prosecution under the anti-trust law for subsequent 11 legal conduct, but the publicity of Its procedure and the opportunity for fre quent consultation with the bureau or commission to charge of the Incorpora tlon as to the legitim ate purpose of Its transactions would offer tt as great se entity against sai i eaafni proaseatian* . Got a Free Lecture. The agent for a handsomely Illus trated book to be sold on long time credit—a feast to the Intellect and an adornment to any library—leaned against the side of the bouse, caught his breath, clinched his fist and looked skyward. “W h at’s the m atter?\ asked a |x>llco- \I*ve met the meanest man,” he an swered \I’ve heard of him. and I’va read about him In the paiiers, hut I never expected to meet him face to “ W here,la he?\ \Up In that building.\ \How do you know he’s the meanest man?” \By the way he actedT 1 showed him this work of art. lectured ou It for half an hour, pointed out the en gravings. and when I hinted It would be a good thing to order what do fo t| think he said r “1 don’t know.\ \H e said be never bought books, he didn’t have to. He Just waited for some Idiot of ae agent to come along sad tell him all th a t wae to ’em and turn over the leaves while be looked at the pictures Nice, Isn’t h r - B p - werth Herald. X > I