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THE GREEN BAG

dense populations and local needs that will be lost sight of, if the process of centralization is carried to extreme. CONSTITUTIONAL LAW. " Governmental Regulation of Railroad Rates," by George R. Peck, American Lawyer (V. xiii, p. 431). CONSTITUTIONAL LAW (Police Power). An article entitled " Some Limitations to a Well-known Constitutional Guaranty," by Percy L. Edwards, in the October Albany Law Journal (V. Ixvii, p. 296) explains that the con stitutional guaranty of freedom of speech and the press does not prevent the repression of publications devoted largely to the exploita tion of crimes and immoralities. CONSTITUTIONAL LAW (Treaties, Agree ments). James T. Barrett in the November Yale Law Journal (V. xv, p. 18) commences an article on " International Agreements With out the Advice and Consent of the Senate," which seems to agree in substance with the conclusions of Mr. Hyde in his article on this subject in our April number. CONTRACTS. " The Theory of Obligations in the Civil Law," by Hon. William Wirt Howe, American Lawyer (V. xiii, p. 439). CONTRACTS (see Jurisprudence). CORPORATIONS. " Are Directors of Cor porations Held to a Sufficient Accountability?" by Henry W. Jessup, Bench and Bar (V. iii, P- 23). CORPORATIONS (Personality). Professor Dicey's suggestion as to the personality of corporations is again discussed in an article by W. Jethro Brown on " The Personality of the Corporation and the State," in the Octo ber Law Quarterly Review (V. xxi, p. 365). He submits that a corporation is something distinct from the individual persons who con stitute it and is in the eye of the law distinct from the sum of its members. The personal ity of the corporation is not a mere metaphor or fiction for " whenever men act in common they inevitably tend to develop a spirit which is something different from themselves taken

singly or in sum." That same unity tends to beget a different kind of action, for the group is not an organism and can express its will only through individuals. The result of the de scription of corporate personality as a fiction has been the doctrine that it has no existence beyond that which the state chooses to give it. He contends that the fiction theory is merely a stage in the evolution of legal ideas. "When at a certain stage in national devel opment, lawyers find themselves brought face to face with the fact of corporate person ality, they find it difficult to know what to do with it. Existing legal categories find no place for it. Xo material reality, nothing ap parent to the senses is at hand. A crude realism denies that there can be any person except the corporators. Yet realities press with increasing urgency for legal recognition. It is seen that it is necessary to recognize in the group a capacity for legal rights and duties — the test of personality. To call the group a person is then the first stage — per son not by reality, but by fiction of the law. There is nothing beyond the corporators, it is said, but let us suppose a person for con venience sake. As groups multiply and ideas develop, this provisional solution of law is seen to owe more to realities and less to the juristic imagination than was at first sup posed. The corporate person is stated to be a real person. The statement is true, though, as I shall proceed to show, it is liable to be misunderstood." He admits, however, that corporate per sonality is different from natural personality, and prefers to describe it as collective person ality. " Such facts," he says, " may appear when so stated to savor of metaphysics, but the metaphysics is already implicit in the legal lore which asserts that a corporation is more than a mere partnership."

CORPORATIONS (Transfer of Shares). Un der the title of " Certification of Shares," Frank Evans in the October Law Quarterly Review (V. xxi, p. 340) briefly explains the law relating to the entry on a transfer of shares by some officer of the company to the effect that the certificate representing the shares has been lodged for transfer.