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commission shall receive a salary of $7,200 per annum, and the assistant secretary shall receive a salary of $4,500 per annum. In case of vacancy in the commission during the term of the commissioners, an appointment shall be made by the President, with the advice and consent of the Senate, to fill such vacancy, and shall be for the unexpired term. The office of the commission shall be in the city of Washington, but it may at its pleasure hold meetings elsewhere. The commission shall have such clerks, examiners, experts, and other employees as may be necessary and as may be from time to time appropriated for by Congress.

SEC. 3. That all corporations engaged in commerce among the several States or with foreign nations, excepting common carriers, whether required by general rules and regulations for regular information or information specially asked in special instances, shall, from time to time, furnish to the commission such information, statements, and records of their organization, business, financial condition, conduct, management, and relation to other companies, at such time, to such degree and extent, and in such form, as may be prescribed by the commission. The commission, at all reasonable times, or its duly authorized agent or agents, shall have complete access to all records, accounts, minutes, books, and papers of such corporations, including the records of any of their executive or other committees. Failure or neglect on the part of any corporations subject to this act to comply with the terms of this section within such time after written demand shall have been made upon such corporation by the commission requiring such compliance as shall be fixed by the commission shall constitute a misdemeanor, and upon conviction such corporation shall be subject to a fine of not more than $1,000 for every day of such failure or neglect.

Sec. 4. That the information so obtained shall be public records, and the commission shall, from time to time, make public such information in such form and to such extent as it may deem necessary:

Sec. 5. That the district courts of the United States, upon the application of the commission alleging a failure to comply with any order of the commission for the furnishing of information, shall have jurisdiction to issue a writ or writs of mandamus or other order enforcing such order of the commission and to punish the disobedience thereof as in other cases of contempt of court.

SEC. 6. That for the purposes of this act the commission shall have the power to require by subpoena the attendance and testimony of witnesses and the production of all books, papers, contracts, agreements, documents, or other things of every

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kind and nature whatsoever relating to any matter under investigation by the commission. Such attendance of witnesses and the production of such documentary evidence may be required from any place in the United States at any designated place of hearing, and in case of disobedience to a subpoena the commission, or any party to a proceeding before the commission, may invoke the aid of any court of the United States in requiring the attendance and testimony of witnesses and the production of books, papers, and documents under the provisions of this section.

And any of the district courts of the United States within the jurisdiction of which inquiry is carried on may, in case of contumacy or refusal to obey a subpoena issued to any corporation subject to the provisions of this act, or other person, issue an order requiring such corporation or other person to appear before said commission (and produce books, documents, and papers as so ordered) and give evidence touching the matter in question; and any failure to obey such order of this court may be punished by such court as a contempt thereof. The claim that any such testimony or evidence may tend to incriminate the person giving such evidence shall not excuse such witness from testifying.

Witnesses whose testimony is taken under the provisions of this act shall severally be entitled to the same fees as are paid for like service in the courts of the United States.

No pejson shall be excused from attending and testifying or from producing books, papers, documents, or other things before the commission, or in obedience to the subpæna of the commission, whether such subpæna be signed or issued by one or more of the commissioners, on the ground or for the reason that the testimony or evidence, documentary or otherwise, required of him may tend to incriminate him or subject him to a penaliy or forfeiture. But no natural person shall be prosecuted or subjected to any penalty or forfeiture for or on account of any transaction, matter, or thing concerning which he may testify under oath or produce evidence, documentary or otherwise, before said commission in obedience to a subpæna issued by it in a proceeding instituted other than upon his own initiative: Provided, That no person 80 testifying shall be exempt from prosecution and punishment foi perjury committed in so testifying. The purpose of this provision is to give immunity only to natural persons who, under oath, testify in response to a subpoena of the commission in an inquiry instituted by the commission.

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Sec. 7. That any person willfully making or furnishing to said commission any statement, return, or record required by this act, when knowing such statement, return, or record to be false in any mate ial particular, shall be guilty of a misdemeanor, and upon conviction shall be fined not more than $1,000 or imprisoned not more than one year, or both.

SEC. 8. That the commission is hereby given authority, upon complaint made to it in such manner as it may by general or specific regulations provide, or on its own initiative, to institute and conduct an investigation to determine whether or not any corporation subject to the provisions of this act was organized or has established such relations with other individuals or corporations or is conducting its business in whole or in part in violation of the provisions of the act approved July second, eighteen hundred and ninety, entitled “An act to protect trade and commerce from unlawful restraints and monopolies,” or any existing or future amendments thereof, or any of said provisions. If the commission shall find any such violation, the matter shall be submitted by it to the Attorney General, to the end that the said violation be proceeded against, prosecuted, and terminated in accordance with the provisions of said act of July second, eighteen hundred and ninety, and the amendments thereof or supplemental thereto as aforesaid.

Sec. 9. That the commission shall, at any time, upon the request of the Attorney General or any corporation affected, investigate any corporation subject to the provisions of this act, with all the powers of investigation heretofore bestowed on the commission, for the purpose of ascertaining whether there has been in the conduct of said corporation or is in the organization of such corporation or its relations to other corporations or individuals a violation of said act of July second, eighteen hundred and ninety, and the amendments thereof as aforesaid, and in case the commission shall find such violation it shall make a finding, fully stating the same and prescribing the acts, transactions, and readjustments necessary in order that said corporation may thereafter comply with the terms of said act and the amendments thereof as aforesaid, and shall transmit a copy of the said finding as aforesaid to the Attorney General, as advisory to the Attorney General interminating, by agreement with the corporation affected or by suit, as provided in said act aforesaid, the said unlawful conduct or condition. Said finding shall become a public record of the commission, as provided in section four, only upon the direction of the Atto'ney General or the President.

Sec. 10. That in suits of equity brought hy or under the direction of the Attorney General, as provided in the act of July second, eighteen hundred and ninety, as aforesaid, the court in which said suit is pending may, at any stage in the litigation, at its discretion, refer to the commission any aspect of the litigation or any proposed decree, whereupon the commission shall investigaie the question or questions referred to it with all the powers of investigation herein before bestowed on the commission and shall report its findings to the court

, with a copy of the evidence upon which said findings or recommendations are based. Said evidence, findings, and recommendations shall be public records, as provided in section four hereof.

Sec. 11. That the said commission shall, on or before the first day of January of each year, make a report, which shall be transmitted to Congress. This report shall contain such information and data collected by the commission as it may deem of value in the determination of questions connected with the regi lation of commerce, together with such recommendations with reference to additional legislation relating thereto as the commission may deem necessary.

Sec. 12. That, with the exception of the secretary and assistant secretary and one clerk to each of the commissioners, and such special agents as may be employed from time to time, all employees of the commission shall be a part of the classified civil service, and shall enter the service under such rules and regı lations as may be prescribed by the commission hereby created and by the Civil Service Commission. The commission shall also have the power to rent suitable rooms for the conduct of its work, paying therefor such rent as may be provided for by appropriation.

Sec. 13. That nothing contained in this act shall be construed to prevent or interfere with the Attorney General in enforcing, according to the provisions thereof, the said act of July second, eighteen hundred and ninety, and the amendments thereof as aforesaid, nor to amend or modify otherwise the provisions of said act and the amendments thereof.

Present: Senators Newlands (chairman), Robinson, Saulsbury, Brandegee, Lippitt, and Townsend.

The CHAIRMAN. The committee of the Chamber of Commerce of the United States has requested the opportunity of appearing before the Senate Committee on Interstate Commerce regarding the pro

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posed legislation relating to the creation of an interstate trade commission, and also the proposed legislation supplementary to the Sherman Act. The trade commission bill was introduced by me in the Senate on the legislative day of January 22, 1914 (calendar day, January 24, 1914), and is known as Senate bill No. 4160. The same bill was presented by Mr. Clayton in the House of Representatives on the 22d day of January, 1914, and with reference to this bill a statement appears in the Congressional Record which I shall insert in the hearing. The matter referred to is as follows:

SPANIEN report trust ] 1913.

1913, sert in Cumm contai pie 170

INTERSTATE TRADE COMMISSION.

Mr. CLAYTON, Mr. Chairman, I ask unanimous consent to have printed in the Record a bill which I introduced in the House to-day (H. R. 12120) providing for an interstate trade commission and defining its powers and duties, and for other purposes, together with a statement made by myself to the press this afternoon, and a statement made by Senator Newlands this afternoon to the press, on the subject matter of this bill.

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The statement referred to is as follows: Representative Clayton this afternoon gave to the press the full text of the tentative bill as agreed upon by a subcommittee of the Judiciary Committee of the House (Messrs. Clayton, Carlin, and Floyd of Arkansas) and the majority members of the Senate Committee on Interstate Commerce, and said:

“The bill will be introduced at the same time by Representative Clayton and Senator Newlands. The bill is modeled after the lines of what is commonly known as the Newlands bill, which was introduced in the Senate some months ago by Senator Newlands, and involves the fundamental idea that a trade commission shall be created, consisting of five members, with full inquisitorial powers into the operation and organization of all corporations engaged in interstate commerce, other than common carriers. It provides for a commission of five members, and makes the Commissioner of Corporations chairman of the board, and transfers all the existing powers of that bureau to the commission. Its relation to the Attorney General's office and to the courts is advisory. Its principal and most important duty besides conducting investigations will be to aid the courts, when requested, in the formation of decrees of dissolution, and with this end in view it empowers the courts to refer any part of pending litigation to the commission, including the proposed decree, for information and advice."

Senator Newlands, being interviewed, said:

“The trade commission bill and several other bills limiting the debatable ground of the Sherman Act have been the subject of laborious consideration by a subcommittee of the Judiciary Committee of the House, consisting of Mr. Clayton, chairman, and Messrs. Carlin and Floyd, during the holidays and before. The majority members of the Interstate Commerce Committee of the Senate have been brought into consultation with them of late.

"The trade-commission bill preserves the essential features of the bill which I have been urging for some time, but contains amendments and additions of great value and is, in my judgment, a distinct improvement upon the bill as it was considered and perfected by the Interstate Commerce Committee of the Senate during the last Congress. As a whole, I should say that the trade-commission bill ought to be satisfactory to members of all parties, for it is distinctively, progressive, and we have endeavored to frame it in harmony with the President's views presented in an admirable message which has received the approval of the entire country, regardless of party. While these bills represent at present the best thought of the participants in the shaping of this legislation, they are presented simply as tentative measures upon which the judgment of the proper committees of the House and Senate and of the country is invoked.”

The CHAIRMAN. The bill referred to by Mr. Clayton as the Newlands bill was first introduced by me July 5, 1911, during the first session of the Sixty-second Congress (Senate bill 2941). A substitute for this bill was introduced August 21, 1911, the subject of careful study by the Senate Committee on Interstate Commerce under the chair

manship of Senator Clapp. A committee print of this bill as amended was made, but the Congress adjourned without any report of any specific bill, the Senate committee contenting itself with a general report upon the subject of the pending inquiry regarding further trust legislation, known as the Cummins report, filed February 26, 1913. At the ensuing Congress, Sixty-third, I introduced, April 12, 1913, Senate bill 829, to create a trade commission, etc. I shall insert in the hearing the bill introduced by me August 21, 1911, the Cummins report, and the bill introduced by me April 12, 1913, which contained the amendments made by the Senate committee of the previous Congress.

(The matter referred to is as follows:)

IN THE SENATE OF THE UNITED STATES.

AUGUST 21, 1911.

Mr. NewLANDS introduced the following bill; which was read twice and referred to

the Committee on Interstate Commerce.

(S. 2941, Sixty-second Congress, first session.) A BILL To create an interstate trade commission, to define its powers and duties, and for other purposes.

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Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, That this act shall be referred to and cited as the interstate trade commission act. Corporations a majority of whose voting securities is held or owned by and corporation subject to the terms of sections four or sixteen of this act are referred to herein as subsidiaries of such holding or owning corporation. SEC. 2. That on and after the day of

nineteen hundred and twelve, the Bureau of Corporations shall be separated from the Department of Commerce and Labor, and shall be thereafter known as the interstate trade commission; and all of the powers, duties, and funds belonging or pertaining to the Bureau of Corporations shall thereafter belong and pertain to the interstate trade commission. And all the officials and employees of said bureau shall be thereupon transferred to the interstate trade commission. The said commission shall also have a secretary, a chief clerk, and such other and additional employees as shall be provided by law.

Sec. 3. That the interstate trade commission shall consist of five members, of whom no more than three shall belong to the same political party. The Commissioner of Corporations holding the office on the said

nineteen hundred and twelve, shall be ex officio a member of the commission for the first two years of its existence, and shall also be chairman of the commission for the first year of its existence, and thereafter the chairman shall be selected annually by the commission from its membership; and the then Deputy Commissioner of Corporations shall be the secretary of the commission for the first year of its existence, and thereafter the secretary shall be selected by the commission; and after the organization of the commission the titles and offices of Commissioner of Corporations and Deputy Commissioner of Corporations, respectively, shall cease to exist. The remaining four members of the commission shall be appointed by the President, by and with the advice and consent of the Senate, and the terms of such commissioners so first appointed shall be four, six, eight, and ten years, respectively, and shall be so designated by the President in making such appointments; and thereafter all the commissioners shall hold office for the term of ten years, and shall be appointed by the President, by and with the advice and consent of the Senate. Each member of said commission shall receive a salary of ten thousand dollars a year. The secretary shall receive a salary of thousand dollars a year.

Sec. 4. That every corporation heretofore or hereafter organized within the United States or doing business therein whose annual gross receipts, inclusive of the annual gross receipt of its subsidiaries, if any, exceed five million dollars, and engaged in commerce among the several States or with foreign nations, excepting corporations subject to the act to regulate commerce, approved February fourth, eighteen hundred and eighty-seven, as a nended, but including pipe-line companies, shall within four months after this act takes effect, or, if organized or otherwise becoming subject to this act subsequent to such taking effect hereof, then within two months after so

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becoming subject to this act furnish to the commission in writing statements showing such facts as to its organization, financial condition, and operations as may be prescribed by regulations to be made in pursuance of this act. Similar statements shall be made by its subsidiaries. Such statements shall be made as of such date as may be prescribed by such regulations and shall be verified under oath by such officers of such corporation as may be prescribed by the said regulations. Failure or neglect on the part of any corporation subject to this section to comply with the terms hereof within sixty days after written demand shall have been made upon such corporation by the commission, requiring such compliance, shall constitute & misdemeanor, and upon conviction such corporation shall be subject to a fine of not more than one thousand dollars for every day of such failure or neglect.

Sec. 5. That the said commission, upon finding that said statements comply with such regulations so far as applicable to such statements, shall enter such corporation for United States registration upon books to be kept by it for that purpose, and shall also record the statements so filed.

Sec. 6. That all corporations so admitted to registration shall be known as “United States registered” companies, and shall have the sole and exclusive right to use, in connection with their corporate title, their securities, their operations, and by way of advertisement of their business, the title “United States registered,” or any convenient abbreviation thereof, so long as such registration shall remain in force.

Sec. 7. That any person, corporation, or company willfully using or publishing such title of “United States registered,” or any title or form of words or letters reasonably indicative thereof, in connection with the business or securities or name of any corporation, with intent to represent thereby that such corporation is at that time registered as provided in this act, shall, unless such corporation be at that time duly registered under the terms of this act, be guilty of a misdemeanor, and upon the conviction thereof shall be subject to a fine of not more than one thousand dollars, and each day of such use or publication shall constitute a separate offense.

Sec. 8. That all corporations subject to this act and their respective subsidiaries shall from time to time furnish to the commission such information, statements, and records of their organization, business, financial condition, conduct, and management, at such times, to such degree and extent, and in such form as may be prescribed by the said regulations to be made under this act, and shall at all reasonable times grant to the commission, or its duly authorized agent or agents, complete access to all their records, accounts, minutes, books, and papers, including the records of any of their executive or other committees.

Sec. 9. That the commission shall from time to time make public the information received under this act, in such form and to such extent as shall be prescribed by the said regulations: Provided, however, That said regulations shall, so far as possible, distinguish between information which is purely private, and the publication of which can serve no public interest, and such information as is not so private and is of importance to the public.

Sec. 10. The said commission may at any time, upon complaint of any person, corporation, or body, or upon its own initiative, revoke and cancel the registration of any corporation registered under this act upon the ground of either violation of any operative judicial decree rendered under an act to protect trade and commerce against unlawful restraints and monopolies, approved July second, eighteen hundred and ninety, or under sections seventy-three to seventy-seven, inclusive, of an act to reduce taxation, to provide revenue for the Government, and for other purposes, which became a law August twenty-seventh, eighteen hundred and ninety-four, or of the use of materially unfair or oppressive methods of competition, or of the acceptance of discriminations, rebates, and concessions from the lawful tariff rates of common carriers, or on the ground of refusal or neglect to allow the commission access to its records or papers as provided in section eight hereof. The commission shall also carefully investigate the capitalization and assets of the corporations registered under this act, and after due consideration of the information so obtained and otherwise secured, and after allowing reasonable time for the readjustment of corporate organization and security issues in any given case or class of cases, may revoke the registration of any such corporation upon the ground of overcapitalization; that is to say, upon the ground that the par value of the total securities, including shares of stock and all obligations running for a term of years or more, of such corporation, issued and outstanding at any time clearly exceeds the true value of the property of the corporation at that time. In determining such true value the said commission shall consider the original cost of such property, its present replacement cost, its present market value, including the good will of the corporation's business and the market value of the said securities issued by the corporation, and the fair value of the services rendered in the organization of such corporation, but the said commission shall also, as far as

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