Corporate Law

Most people have little understanding of past corporate law and as a result harbor many myths not only about corporate law but of the views of the founding fathers. What follows is a brief introductory section of why the colonist held corporations in such low esteem and chose to regulate and restrict the activities of corporations severely. In doing so many myths commonly held by the hard right today about the founding fathers will be dispelled. After which a look at various state constitutions dealing with corporate law will follow. Then a time line of sorts concerning Supreme Court cases and various acts of congress showing how the laws have slowly evolved through judicial activism in granting corporations additional powers. After which a short list of links to various state constitutions and other useful links concerning corporate law.

The founding fathers were indeed liberals and did believe in a capitalistic economy. But likewise, they also believed strongly in regulating trade. So much so that one of the enumerated powers in the constitution granted the federal government to the regulation of commerce. It is a bold face lie to assume that the enumerated power concerning the regulation of commerce between states only applied to tariffs between the thirteen colonies or that the founders were supportive of corporations.

Corporations first came about in the middle of the 1600s in England where the crown vested governmental authority to certain commerce groups. The royal charters granted regulated the trading company or corporations since only the Crown had the right to govern trade. The right of the Crown to regulate or control the corporation largely went unused leading to much abuse and monopolistic power. Some such royal charters had their own governors and armies like the East India Company.

In fact it was the East India Company that led to the Boston Tea Party. At the time the colonies were boycotting tea which was owned almost solely by the East India Company. In an effort to prop up sagging profits from the boycott taxes on tea were cut. This in turn cut into the profit of a group of Americans smuggling tea into the colonies. Seeing their profits eroded by the tax cut they then raided the English ships in the harbor. While the classical story of the Boston Tea Party of a protest over rising taxes and tax without representation makes for good patriotic propaganda it is indeed patently false and has taken on mythical proportions.

This was but one of the many abuses the colonies suffered at the hands of English corporations. There were many other abuses. Often American colonial settlements were patents granted to English corporations by the Crown. South and North Virginia were two such patents. These corporations obtained their labor supply with indentured slaves. Typically after seven years of labor the indentured slave would be given a hundred acres. As many as two thirds of the colonists are estimated to have been indentured slaves. Virginia, Maryland and Pennsylvania all began as commercial enterprises ran by chartered corporations.

A full listing of such abuses is beyond the scope of this book. But the example provided is sufficient to illustrate the contempt many of the founders had for corporations as well as the need to regulate them. Perhaps the eloquent words of Thomas Jefferson best sums up the founder's outlook toward corporations. . "I hope we shall take warning from the example of England and crush in its birth the aristocracy of our moneyed corporations which dare already to challenge our Government to trial, and bid defiance to the laws of our country "

The concept of granting a charter as a privilege and not a right carried over into early American corporate law. Thus the present view that corporations hold a property right is based on another myth. This point will be expanded further a little later in a look at court case and the Dartmouth case. In fact the view of this property right did not come about until after the Civil War. Prior to this time the concept of a corporate charter as a privilege was the commonly held view. The present view of a corporate charter having property rights only came about through judicial activism and through various state legislators.

The concept of corporate charters as a privilege was clearly carried forward into the Articles of Confederation when in 1781 Congress granted a national charter to the Bank of North America. Likewise this concept of a privilege was carried into the Constitutional Convention of 1787. During the convention James Madison twice proposed that Congress be given the power to grant charters. Both proposals were met with failure although no formal vote on either measure was ever taken. Various members opposed such proposals as unnecessary or feared they would lead to monopolies. Based on his fears of a national bank, Jefferson opposed the idea of federal charters fearing they would create monopolies. Jefferson was to loose on both views when congress later granted a federal charter for the national bank. Likewise one can hardly blame the delegates to the convention for believing that there was no need for proposals regulating corporations, as at the time there was less than 40 corporations in 1787. That number rose to 334 by 1800.

Thus the Constitution of the United States was left only two clauses to regulate corporations. The commerce clause in Article I Section VIII and the obligation of contract clause in Article I Section X. The regulation and granting of corporate charters was left to the various states. The states continued to treat a corporate charter as a privilege granted only under special acts of their legislators. But the process of hearings and petitioning the state legislators was plagues with delays, favoritism, and out right corruption. In perhaps the first blow to increasing corporate power came in 1795 as the pace of incorporations continued to expand was in a movement to grant general charters to alleviate the problems with hearings and petitions. North Carolina was the first state in 1795 to enact a general incorporation law, followed by Massachusetts in 1799, New York in 1811 and Connecticut in 1837. However in some states it required more than a simple majority for the granting, renewing or altering a corporation charter. In 1840s, citizens in New York, Delaware, Michigan and Florida required a two-thirds vote of their state legislatures to do so. In Wisconsin and four other states every bank charter had to be first approved by the voters within the state after the charter was recommended by their legislatures.

But even under a general incorporation law states still treated the corporate charters as a privilege and restricted the activities of corporations to a great extent. The following list is some of the limitations placed on corporations by various states.

Limited Duration: Charters were granted only for a period of 10, 20 or 30 years after which the corporation had to be liquidated with the proceeds distributed among the shareholders.

Limited Land Holdings: Many states imposed limitations on the amount of land a corporation could own. Most often the amount of land was limited to that required for the factory or mill site.

Limited Capital Holdings: Once again many states limited the amount of money or financial assets a corporation could own. Some state banned corporations from owning other corporations or stock in them. Once a corporation exceeded the limit, it had to be either dissolved or split.

Specific Purpose Charters: This was perhaps the most common of all restrictions in the early years of this country. Corporations were chartered only for a specific purpose such as the building of a canal or road.Once the stated purpose was completed the corporation was dissolved. Now charters were issued that enabled a corporation to engage in any type of businesses.

No Limitations on Liability: Directors, managers and shareholders were held to be fully liable for any debts or damages. In some cases the lender or injured party was entitled to double or triple the damages. Other states imposed extremely high interest rates until the debt was fully paid.

Restrictive Shareholder Rights: The internal governance of corporations was much more restrictive than today. Shareholders had more rights. In case of mergers some states required a unanimous vote of shareholders.

Restrictions on Pricing: Some states maintained the right to set prices on corporate products. Wisconsin for one gave the state legislature the power to set prices on products after reviewing the corporations expenses.

Revocable Charters: States maintained the right to revoke or change a charter at the will of the it's legislature. Almost all of the states adopted this clause after 1820.

Marshall presided over several landmark cases with a pro-business outcome. Four cases are notable. In Fletcher Vs Peck the sanctity of a written contract was upheld. In Gibbons Vs Ogden the court established the power of congress to regulate interstate commerce to avoid a monopoly. In McCullough Vs Maryland ruled that the state had no right to tax the federal bank. But it was in Dartmouth Vs Woodward, which exerted the most influence in later years. Daniel Webster argued the case for Dartmouth before the court and implied that there was a property right.Marshall was well known for his opinions choosing his words with the precision of a surgeon's scalpel. However, Marshall's opinion granted no property right's to a corporation. Rather he extended the Fletcher case and the principle of the sanctity of a written contract to include states as well. As the excerpts of that follows show.

"A corporation is an artificial being, invisible, intangible and existing only in the contemplation of the law. It posses only those properties which the charter of its creation confers upon it. The opinion of the Court after mature deliberation, is that this is a contract, the obligation of which cannot be impaired without violating the Constitution of the United States."

But later pro-corporate judicial activist would use this decision to confer the rights of a person onto corporations. A decision that Marshall obviously did not share as he defined a corporation very narrowly as an artificial being that only had properties, which its charter granted it. Marshall's words are clear and he clearly stated that the only "rights" a corporate has comes from its charter and not from the constitution. Again we see that a corporate charter is a privilege and not a property rights issue. Thus the present day view of corporations having properties rights and the rights of a person only came about through perversion of the law and the constitution.

But it was this case in 1819 that led to the almost universal inclusion of states to include language to amend and revoke charters into both state laws and state constitutions. Here again by the states including such language it shows that the granting of a charter was a privilege that carried no rights and could be revoked whenever the corporate activities was not in the general interest of the state or the people.

A brief look at various state constitutions of the 1800s will further emphasis the point that a corporate charter is a privilege. A look at the Constitution of Pennsylvania (1838) reveals both the clause for revocation and establishes a time limit of 20 years for all corporate charters in Article I Section 25 as follows:

No corporate body shall be hereafter created, renewed, or extended, with banking or discounting privileges, without six months' previous public notice of the intended application for the same in such manner as shall be prescribed by law. Nor shall any charter for the purposes aforesaid be granted for a longer time than twenty years; and every such charter shall contain a clause reserving to the legislature the power to alter, revoke, or annul the same, whenever in their opinion it may be

injurious to the citizens of the commonwealth, in such manner, however, that no injustice shall be done to the corporators. No law hereafter enacted shall create, renew, or extend the charter of more than one corporation.

The revocation clause was actually first written into the Pennsylvanian Constitution in 1784. Clauses of revocation were first commonly found in insurance and banking charters. Further the revocation clause was broaden and strengthen from 1784 to 1857 in which the legislature was required to revoke charters when ever corporate activities were deemed injurious to the community. Notice the specific mention of corporations engaged in banking. Private banking corporations were banned altogether by the Indiana constitution in 1816, and by the Illinois constitution in 1818. Ohio, Pennsylvania and Mississippi revoked charters throughout the early 1800s on any bank in that engaged in activities that would leave them insolvent or financially unsound condition. Limitations on railroads are another common feature in many state constitutions. New York, Ohio, Michigan and Nebraska successfully revoke charters from a wide range of businesses including matches, oil, sugar and whiskey. By 1870 19 states included a revocation clause presently 49 of the 50 states have a revocation clause. In 1857 Pennsylvania amended their constitution with Article XI, in section 6 the following clause is found.

The commonwealth shall not assume the debt, or any part thereof, of any county, city, borough, or township, or of any corporation or association, unless such debt shall have been contracted to enable the State to repel invasion, suppress domestic insurrection, defend itself in time of war, or to assist the State in the discharge of any portion of its present indebtedness.

No corporation shall engage in any business other than that expressly authorized in its charter.

No corporation shall issue preferred stock without the consent of the owners of two-thirds of the stock of said corporation.

The legislature shall provide for the organization of corporations by general law. All laws relating to corporations may be altered, amended or repealed by the legislature at any time when necessary for the public good and general welfare, and all corporations doing business in this state may as to such business be regulated, limited or restrained by law not in conflict with the constitution of the United States.

All powers and franchises of corporations are derived from the people and are granted by their agent, the government, for the public good and general welfare, and the right and duty of the state to control and regulate them for these purposes is hereby declared. The power, rights and privileges of any and all corporations may be forfeited by willful neglect or abuse thereof. The police power of the state is supreme over all corporations as well as individuals.

There shall be no consolidation or combination of corporations of any kind whatever to prevent competition, to control or influence productions or prices thereof, or in any other manner to interfere with the public good and general welfare.

Each stockholder of a corporation. or joint stock association, shall be individually and personally liable for such proportion of all its debts and liabilities contracted or incurred, during the time he was a stockholder, as the amount of stock or shares owned by him bears to the whole of the

subscribed capital stock, or shares of the corporation or association. The directors or trustees of corporations and joint-stock associations shall be jointly and severally liable to the creditors and stockholders for all moneys embezzled or misappropriated by the officers of such corporation or joint stock association during the term of office of such director or trustee.

The exercise of the right of eminent domain shall never be so abridged or construed as to prevent the Legislature from taking the property and franchises of incorporated companies and subjecting them to public use the same as the property of individuals, and the exercise of the police power of

the State shall never be so abridged or construed as to permit corporations to conduct their business in such manner as to infringe the rights of individuals or the general well-being of the State.

No corporation shall engage in any business other than that expressly authorized in its charter, or the law under which it may have been or may hereafter be organized; nor shall it hold for a longer period than five years any real estate except such as may be necessary for carrying on its business.

Unfortunately, the extent of regulation of corporations can be revealed by just looking at the state constitutions for all of the states constitutions looked at contained a creation clause under general law. One would need to review all state laws to get a full understanding of the extent of regulation. Such a review would be a daunting task and beyond the scope of even a book let alone a single chapter within a book. But one can glean a glimpse of it by looking at a list of the more important Supreme Court cases.

The first important case following the Marshall court came in 1839 in Bank of Augusta v. Earle. The court ruled that corporations were "persons" in the state of their charter, but were free to do business in other states. But the court stopped short of declaring corporations were citizens protected from state laws, which violated the federal constitution.

In 1844 the court expanded the power of corporations and struck a blow against local control in Louisville, Cincinnati & Charleston Railroad v. Letson. In this case the court ruled that corporations are citizens of the chartering state. And further added that the Constitution's diversity clause (Art. III, Sec. 2) allows corporate cases to be heard in federal court.

As more and more corporations were chartered their power increased at a quickening pace. The increases in power still came about through judicial activism. With the increase in number and increases in corporate power wealth became concentrated into the hands of the few. After becoming president Lincoln lamented.

"I see in the near future a crisis approaching that unnerves me and causes me to tremble for the safety of my country....corporations have been enthroned and an era of corruption in high places will follow, and the money of the country will endeavor to prolong its reign by working upon the prejudices of the people until all wealth is aggregated in a few hands and the Republic is destroyed."

In 1868 the court ruled that corporations were not citizens within the context of Article IV Section 2 of the constitution. Elaborating the court defined citizen there to apply only to natural persons, members of the body politic, and owing allegiance to the state. Corporations only had the properties that were conferred on it by the legislature.

The court ruled in 1876 in Munn V Illinios that corporations with a public interest in this case the rate grain elevators charged farmers for shipping was subject to state regulation. The court further ruled that what constituted a reasonable the rate was a legislative and not a judicial question. This case is also very similar to a case settled before the Wisconsin Supreme Court. In Attorney General V Northwestern Railroad ruled that the state could set maximum fares on classes of rail transportation.

It is important to note here, Justice Stephen J. Field dissented in Munn. Lincoln appointed Field in 1863 to the Supreme Court in a move that brought the number of justices to ten. Field would serve for another 34 years. It is equally import to note that Field's opinions were more often at odds with those of the time. He had just three concepts of government. One he felt that it was not a function of the government to protect individual liberty. Two, Government should be limited. And finally only the U.S. government should have the right to interact with foreign governments. His second view of government fit with his laissez faire economic views. Field first expressed his view that the 14^th amendment protected private businesses from government regulation in this case.

In 1879 Judge Lorenzo Sawyer of the Ninth Circuit Court ruled in the Orton case that the federal government had control over the railroad land grants. But he further restricted state regulation in controlling ulra vires acts of corporations. Stated otherwise that corporate actions that go beyond the powers actually granted to corporations. The ruling of the court led directly to settlers being evicted forcibly in the Mussel Slough battle of 1880 in which five settlers were killed. Sawyer is best described as a flatterer of Field. Field was also involved in this case. Sawyer was involved in several railroad cases that will shortly follow.

. In 1882 Sawyer ruled in the San Mateo Railroad case in the Ninth Circuit Court that corporations were persons. Field was likewise involved. However it is a mater of record that Sawyer owned stocked in the Central Pacific Railroad. Additionally both Sawyer and Field were close friends of Leland Stanford and other parties involved in the rail cases. Sawyer was uniquely placed to expand the powers of corporations and used unorthodox interpretations of statues and judicial review to do so.

In 1886 the Illinois Supreme Court struck down state Granger laws regulating railroad rates in Wabash V Illinois. The high point of pro-business judicial activism occurred in 1886. In this year alone the Court struck down 230 state laws passed to regulate corporations. It was also the year of the most grievous act of all in furthering corporate power. This was the year that the Court handed down the ruling in Santa Clara County v. Southern Pacific Railroad declaring that corporations were persons under the fourteenth amendment. At the very outset of the case Chief Justice, Morrison R. Waite stated:

"The Court does not wish to hear argument on the question whether the provision in the Fourteenth Amendment to the Constitution, which forbids a state to deny to any person the equal protection of the laws, applies to these corporations. We are all of the opinion that it does."

This outrageous ruling has done more to damage our liberty and freedom's than any other single ruling in the history of the country. It in effect gave corporations the same rights as persons but with none of the obligations and social responsibility cared with those rights. It paved the way for rendering the people subservient to corporations. The reader should note the year as well as this ruling came down right at height of the robber barons.

Before proceeding further a closer look at the members of this court is needed. It undoubtedly was the court that was most agonistic towards individual freedom and liberty than any other court with the possible exception of the Rehnquist court of today. And just like the Rehnquist court voiding the results of the 2000 election and appointing George Bush president, Associate Justice Joseph Bradley of this court cased the deciding vote in giving Rutherford B. Hayes the presidency.

This was the same court that rendered the Civil Rights Act of 1875 invalid in Plessy V Ferguson and set the stage for 70 years of Jim Crow laws. Even more telling of the abusive nature of the court on civil rights was that number of fourteenth amendment cases between 1890 and 1910 only 19 dealt with the Negro while 288 dealt with corporations.

Nor was this court any more friendly to women's suffrage. In Bradwell v. Illinois the court upheld an Illinois ruling that denied women a license to practice law . As a host of women suffrage and women rights cases followed the passage of the fourteenth amendment.

In 1886 the Supreme Court Justices were Samuel F. Miller, Stephen J. Field, Joseph P. Bradley, John M. Harlan, Stanley Matthews, William B. Woods, Samuel Blatchford, Horace Gray, and Chief Justice Morrison. R. Waite. Field's view and character has already been alluded to and will not be further discussed. The Chief Justice, Waite shared similar views with Field. Waite believed that the first ten amendments applied only to the federal government and were not intended to limit the powers of the various states. Samuel Miller declared that any taxation was robbery in 1874.

The invoking of the 14^th in the Santa Clara case has been ridiculed by later justices. Seventy year later in Connecticut General Life Insurance Company V Johnson Justice Hugo Black wrote.

"Certainly when the fourteenth amendment was submitted for approval, the people were not told that ratifying an amendment granting new and revolutionary rights to corporations and were not told that it was intended to remove corporations in any fashion from the control of the state governments. The fourteenth followed the freedom of a race from slavery. Corporations have neither race or color."

In 1890 the Sherman Antitrust act was passed outlawing contract, combinations, trust or conspiracies which restrained or monopolized trade. Following passage the largest wave of corporate mergers yet was to sweep across the country. Section 6 of the act required the forfeiture of any property transported across state lines that fell under the act. Sections 7 and 8 both defined corporations as persons.

In 1890 in Chicago, Milwaukee & St. Paul Railway v. Minnesota the court began the retreating from its earlier ruling in Munn. The court now amended its earlier ruling by stating that rail rates were subject to judicial review and due process if set by a commission. A series of cases followed all with the court favoring a pro-railroad or corporate rulings. In Smythe v. Ames in 1898 the court further extended the ruling to allow for judicial review even if the rates were set by legislature.

Also in 1890 New Jersey intensified the race to the bottom by relaxing its general corporate laws. After this time New Jersey would allow corporate charters for holding companies which permitted corporations to trade stock of other corporations and to issue their own stock as payment. In 1892 New Jersey went further repealing its anti-trust law. And in 1896 New Jersey allowed for charters to be granted for any legal purpose and removed any restrictions on mergers. Likewise the 50-year limit on corporate life was removed and for the first time New Jersey would now grant charters to corporations operating outside its boarders. Shareholders' rights received a blow as well. Under the new laws of the state directors were allowed to amend by-laws without shareholder approval, directors could now rely on proxy voting with all shareholder meetings held in New Jersey. The new laws were so popular that by 1897-1904 corporations chartered in New Jersey with a net worth of $20 million or more reached 104 starting from a mere 15 in 1896. Enough revenue from the filing fees and franchise taxes was generated to allow the state to abolish property taxes.

In response Delaware pass a General Corporation Law in 1899 that allowed corporations to write any provisions they wished in creating, defining, limiting and regulating the power of the corporations.

In 1893 the court issued perhaps its first anti-union ruling in U.S. v. Workingmen's Amalgamated Council When it upheld an injunction against a union on grounds that the Interstate Commerce Act required carriers to accept freight without discrimination.

Also in 1893 corporations were first given the protection of the Bill of Rights in Noble v. Union River Logging Railroad by ruling that the railroad was denied its Fifth Amendment protection when the Department of Interior attempted to remove its approval of a right-of-way over federal lands.

Between 1894 and 1905 a host of anti-labor rulings were issued by the court. Prior to this time it was common under state law for the state to limit the number of hours a person was allowed to work. In 1894 the court struck down the eight-hour shift for mechanics and labor in Low v. Rees Printing. Colorado eliminated its eight-hour day for mining and manufacturing by House Bill 203. In 1895 in Ritchie v. People the eight hour day was eliminated for women garment workers. Lochner v.New York eliminated the ten hour day for bakers in New York in 1905. In 1895 the court ruled that the Sherman Antitrust Act could be used against interstate labor strikes because such strikes were a restraint on trade.

In 1895 the Court upheld a monopoly of 98 percent of the country's sugar protection in U.S. v. E.C. Knight Company ruling that the Sherman Antitrust Act applied only to commerce not production. In a dissenting opinion Justice Harlan wrote that the ruling placed the Constitution in " a condition of helplessness.. while capital combines...to destroy competition."

In Hale v. Henkel the court ruled against the corporation's attempt to use the fifth amendment but ruled that overly broad subpoenas for corporate documents could be a violation of the fourth amendment.

In 1911 the court broke Standard Oil into 33 corporations in Standard Oil of New Jersey v. United States. This case basically ended a short period of generally fair rulings against monopolies and trusts. It was for the most part the climax of the anti-trust sentiment started by Teddy Roosevelt. The Clayton Act of 1914 legislated price discrimination within the same industry and further stipulated that labor unions were not trusts.

In 1917 Idaho became the first state to enact criminal syndicalism laws, twenty-three additional states soon followed. The laws were used to suppress labor organizers, political activists and foreigners.

The Keating-Owen Child Labor Act was struck down by the Supreme Court in 1918 ruling that goods produced by child labor did not fall under the Sherman Anti-Trust Act which only applied to commerce.

Between 1920 and 1924 the court granted corporations the protection of the forth amendment ruling that government officers seizing corporate documents violated the provisions against unreasonable searches in Silverthorne Lumber v. U.S and FTC v. American Tobacco.

In 1937 the court ruled that congress could protect interstate commerce from labor organizing in National Labor Relations Board v. Jones & Laughlin Steel Corp.

In the 1938 Subcommittee of Federal Licensing of Corporations hearing on Senate Bill 3072 sponsored by Senator Joseph O'Mahoney of Wyoming and William Borah, OMahoney argued "a corporation has no rights; it has only privileges."

In 1947 the anti-union Taft Hartley act was passed over the veto of President Truman. The act declared the close shop to be illegal, outlawed secondary strikes and boycotts. Allowed employers to exempt themselves from bargaining with unions if they wished to and forbade the unions to contribute to political campaigns and required unions and their officers to confirm they were not supporters of the Communist Party.

The Celler-Kefauver Act of 1950 amended Section 7 of the Clayton act to include the lessening of competition through the acquisition of another company's assets.

In 1969 the Newspaper Preservation Act was past. The act specifically exempts newspapers from the anti-trust laws. Wholesale consolidation of newspapers followed until only a handful of corporations owned all the major newspapers

In 1976 the second most grievous extension to corporate power was granted to corporations by the court. In Buckley v. Valeo corporations were granted freedom of speech. Corporations were now free to contribute unlimited funds to election in effect buying the candidate of their choice. The year 1976 marks the beginning of another long period of pro-corporate rulings, as Republicans were once again able to stack the court with extremely conservative justices.

In U.S. v. Martin Linen Supply Co a case heard in 1976 the court ruled corporations may use the Fifth Amendment to protect itself from double jeopardy to avoid a retrial of an antitrust suit. Also in 1976 the court ruled advertising was free speech in Virginia Board of Pharmacy v. Virginia Citizens Consumer Council. In 1977 the court allowed corporations the protection of the Fourth Amendment to thwart the efforts of OSHA inspectors in Marshall v. Barlow. And in 1977 the overturned state restrictions on corporate spending on political referendums under First Amendment protections in First National Bank v. Bellotti.

After this very brief review of various state constitutions and various court cases it is clearly apparent that the present view of corporations with the rights of a person was not supported by the founders or early law. Several myths were smashed as well including the myth of limited liability. One point should be clear at this point, corporations gained power primarily by judicial activism. In fact the greatest gain in corporate power came at the hands of courts with justices having a direct financial interest in the case. This same court was a menace to individual freedom ruling against women suffrage and rights as well as establishing the conditions that led to 70 years of Jim Crow laws.

This should give the reader pause to contemplate the present Rehnquist Court and its pro-corporate views, its terrible image of civil rights protection and its thief of an election in the year 2000. The earlier court as well as the present court should set the stage for a much more vigorous examination of court nominees by the Senate.

Clearly we the people need to reestablish our control and dominion over corporations by passing an amendment to the constitution restricting corporations much as they were in the pass. An amendment which, would apply to all corporations selling or manufacturing products in states outside of the state in which its charter was granted. By allowing states to still grant charters and with the amendment applying to only those corporations engaged in interstate commerce two levels of regulation can be brought to bear on the corporate beast and still preserve the ideals set forth in the constitution.

Chronology of Incorporation and Monopoly

Citizenship and the Charter of Incorporation

Constitution of the State of Alabama 1875 Article XIV This Article contains 25 sections regulation corporations.

Constitution of the State of California 1849

Constitution of the State of California Article XII Passed in 1879. This amendment contained 24 sections regulating corporations 20 have already been eliminated

Constitution of the State of Montana 1972

Constitutions, Statutes & Codes

Citizenship and the Charter of Incorporation

Santa Clara County v. Southern Pacific Railroad. Co

State Constitutions

Taking Care of Business