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The Green Bag

Corporations. "The Capital of a Corpora tion." By George W. Wickersham. 22 Har vard Law Review 319 (Mar.). The new Attorney-General of the United States, after reviewing leading decisions, thus concludes his discussion of the "marked ten dency" to ascribe to the alleged evil of over capitalization "a great part of the ills which are charged to large corporate activities:— "From the foregoing it is apparent that much confusion of thought as to the capital of a corporation has resulted in conflict in both legislative and judicial dealings with the subject. The real evil is not so much in over capitalization, or in exaggerated valuation of property constituting a part of the capital stock as it is in the misrepresentation or con cealment of material facts in soliciting finan cial aid for the corporation. If instead of creating by strained construction and forced analogies ex post facto contracts between sub scribers and the corporation, courts would respect the finality of rules laid down by the legislature, and deal with cases of fraudulent misrepresentation or concealment by the appli cation of well settled principles, and if the laws were modified so as to require full, frank disclosure of all the facts concerning the property serving as a basis for stock issue, and safeguards as to its valuation, and some method by which, after due opportunity had been given for full investigation, such determination should be final, the so-called evils of over-capitalization would largely dis appear." Corporations. "The Juristic Person—III." By George F. Deiser. 57 Univ. of Pa. Law Review 300 (Feb.). The rights of stockholders individually are of two kinds, rights of participation and rights of prohibition. Not only has the stock holder a claim to his proportionate share of the profits of the corporation, but he can prevent corporate encroachment on his private rights, through any acts that might change the nature of corporate life, and can insist on not being discriminated against in favor of other stockholders. Parallel with his rights are the corresponding duties. Individuals of a corporation, like the indi viduals of the nation, are not recognizable against the background of a composite organ ism. The wrong that the law may seek to remedy is a corporate wrong, and in the case of corporations whose operations are con ducted upon an enormous scale the court has no way of dealing with stockholders. They are citizens not of one country but possibly of all the known countries of the globe. The law professes to regard the cor

poration as a fictitious person and proceeds to fine it and to convict it of misdemeanors, but the fiction is unequal to the demands made upon it. The law must deal with a corporation as a right and duty bearing unit. It must exact duties corresponding to the rights granted. The duties must include responsibility for all acts, civil and criminal. Corporations. "The Open Corporation." By Frank Trumbull, E. H. Gary, James McKeen, and T. P. Shonts. World's Work, v. 17, p. 11386 (Mar.). Corporations. See Monopolies. Election Laws (New York). "Direct Nomi nations." Editorial on the issue now raised in New York and the issue that has been elsewhere fought out, and the distinction between them. Outlook, v. 91, p. 426 (Feb. 27). Employers' Liability. "The Labor Law as a Basis for Suit." By Raymond D. Thurber. 16 Bench & Bar 56 (Feb.). The first of a series of papers dealing with chapter 415 of the Laws of 1897 of New York, as amended. Of its 191 sections, 7, 18, 20, 70, and 81 have chiefly been utilized as a basis for recovery by injured employees. The first two, 7 and 18, relating to Excessive Labor and Safe Scaffolds, are here discussed. Government (Judicial Organization). "The French Judicial System." By J. G. Rosengarten. 57 Univ. of Pa. Law Review 279 (Feb.). An outline of a recent book on this subject by M. Henri Chardon. The judicial system of France is to a foreigner somewhat con fusing, because of the perplexing division between courts of civil, commercial, and administrative jurisdiction. Suits in which the rights of citizens in their relations with the national administration are involved may be adjusted by the municipal councils on appeal from Judges of the Peace, unless car ried to the Council of State, which the author describes as "the keystone of the arch of the administrative organization of France." There are three judicial organizations in France, with their corresponding procedures, administrative, civil, and commercial. The machinery of the administrative division has just been referred to. Civil litigation is regu lated by the Civil Code. There are 359 Civil Courts, which have appellate jurisdiction, reviewing cases coming to them directly from the Judges of the Peace, or from the Councils