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THE GREEN BAG

THE CONTROL OF CORPORATIONS BY FREDERICK N. JUDSON "Imprisonment of Corporations" It cannot be denied that the subject pre A was the suggestive title of an inter sented in the communication is one of vast esting communication published in the April and growing importance. It is emphasized GREEN BAG, which argued tentatively that by the great extension of business associa the control of corporations could be best tions through corporate organizations in all effected by imposing a punishment for vio kinds of business activity. The punishment lation of law analogous to that of the im of corporations is only a means of effecting prisonment of individuals, i.e., by forfeiture the rightful public control of corporations, or suspension of the exercise of the corpor and this is complicated by our dual form ate functions. The communication assumed of government which renders the efficient certain postulates: first, that a corporation control of public carriers, as well as of any may commit a crime; second, that a cor corporations engaged in interstate com poration may be punished for a criminal merce, one full of legal pitfalls and embar offense; and third, that a corporation may rassments. Without entering into these be punished by a fine, and concluded that questions, which would require a discus it did not logically follow, as ordinarily sion too extended for the limits of this assumed, that a corporation could not be article, the matter may be considered in imprisoned; as it was argued that it may be the light of the general relation of the cor deprived of the liberty to exercise its cor poration to the state in the exercise of the porate functions, as an individual when latter's supervisory power over its own cor convicted of a crime is deprived of the right porate creations. In this broad view it must to exercise his personal liberty. It was sug be conceded that the author of the com gested that the existence of such a penalty munication has done a good service in dis would create a demand for "conservative cussing a matter of such grave import from lawful management of corporations from a novel point of view. The fundamental difficulty with the their stockholders in the country and that the public service corporations would be the remedy suggested, and with the reasoning most carefully and beneficently managed on which it is based, is that the basis and purpose of all corporate organization is of all." These postulates must be stated with entirely overlooked. All corporate franchises, and a fortiori some qualification. A corporation may be guilty of crime, when the only intent re the franchises of public service corporations, quired for the commission of the crime is are presumably granted for the public good : the intent to do the prohibited thing. Thus in the case of the latter, for the performance the corporation may be indicted for offenses of services necessary for the public good. It of nonfeasance and misfeasance; but as an may be true as stated that the stockholders artificial personality existing only in con of a corporation properly suffer for the templation of law and having no soul ex wrongdoing of the agents whom they have cept the souls of the individuals by whom selected to manage the corporation, and in its corporate acts are committed, the cor fact they do suffer in every case for the poration cannot commit a crime where a imposition of a corporate fine which is paid specific criminal intent is required to consti from the corporate assets. The question must therefore be considered tute the crime, beyond the mere intent for the commission of the act. not only in the light of the interests of the