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 Review of Periodicals A short, well prepared paper with citations of many state decisions. Corporations. "The Punishment of a Cor poration—The Standard Oil Case." By Pro fessor Charles G. Little. 3 Illinois Law Re view 446 (.Feb.). The writer of this article discusses the fine imposed by Judge Landis in the Standard Oil case, wholly from the point of view of the justice of the punishment meted out and without any reference to the questions of law involved before the verdict. He plainly disagrees with the spirit of Judge Grosscup's declaration that no one, whether an individual or a corporation, can be punished without having first been duly indicted, tried, and convicted, for he makes a sharp distinction between punishment and conviction. While the corporation, like an individual, may not be convicted without due process of law, punishment is a matter left to the discretion of the Court within cer tain limits, and the intricacies of modern corporate machinations must not be suffered to make mockery of our criminal jurispru dence. "True, the corporation is a legal person, an abstraction if you will, responsible for infractions of the criminal laws . . . but the state cannot punish a mere abstraction as such. The abstraction is only the law's method of recognizing the collective action of a group of natural persons, and the pun ishment is in reality upon those persons. . . . "The learned Judge who wrote the opinion of the Court of Appeals, confused the idea of conviction with that of punishment. ... Is it not rather contradictory for the Court to say that the shareholders are all before it in a civil proceeding, but not in a criminal one?" The author contends that the Court had a perfect right— "to say that unless there were extenuating circumstances in the record of the trial, he would assume that a large fine should be imposed, unless the stockholders of the Indiana Company could show to him extenua ting circumstances outside of the record, or that the punishment would bear too harshly upon the shareholders not only innocent of wrongdoing, but who would be financially unable to bear the consequent loss. Then if it appeared that the New Jersey Company was the real shareholder, that the punish ment would be its punishment, the Court could have inquired of it whether there were any reasons why the severest punishment should not be meted out to the Indiana Company, and if it declined to offer any reasons, then without further inquiry, the Court should have imposed the severest pun ishment which the evidence in the record

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justified. This would not only have violated no traditions of our Anglo-Saxon jurispru dence, but would on the contrary have been an enlightened method of applying them to conditions never foreseen by our forefathers." Corporations. " Ultra Vires Acts of Cor porations." By Nathan Wolfman. 43 Ameri can Law Review 69 (Jan.—Feb). The author disposes of the rule that "a corporation is an intangible, invisible, artifi cial being" as no longer useful, and chooses to regard the corporation "an association of men in an organic body, having certain rights as such, distinct from those of its members, the body of men becoming the subject and object of legal rights." (Taylor on Corpora tions.) The paper distinguishes between the Eng lish and American decisions applying to charters, holding however that in their prac tical results they come to about the same thing: "All acts or contracts not expressly or incidentally permitted are prohibited and are ultra vires." But the application of this rule to ultra vires contracts has been most difficult, has worked hardship in many cases, and contradictions and solecisms of reason ing have been multifarious. There are three views with regard to ultra vires contracts. First there is the Federal and English rule, whereby an ultra vires act is utterly void because there is no corporate power to make it. Second is what may be called the New York rule, under which "a party to an ultra vires contract, who has received the full consideration of his engage ment, cannot avail himself of the objection that the contract was ultra vires to avoid his obligation under it; and an action is main tainable on the contract." The third rule is that of those cases decided by an application of the principles of estoppel, whereby "if the act undertaken was in and of itself ultra vires of the corporation, no act of the body will have the effect to estop it to allege its want of power to do what is under taken." The writer declares himself to have assumed the task of offering a solution of the problem and suggests that the following rule of law be established: "The effect of incor poration of an association of individuals is to create a legal person with the powers of every other legal person with respect to con tracts and acts, subject to such prohibitions upon the exercise of certain powers as the charter may impose." The author considers that the application