ÆäÀÌÁö À̹ÌÁö
PDF
ePub

Suggestions relating to publicity, indicating points upon which amendments to the Act to Regulate Commerce might be based. This Commission has not considered it proper to present a formal draft of a statute.

That every railroad corporation subject to the provisions of the Act shall file with the Interstate Commerce Commission on or prior to the date of issuance of any stocks, bonds, notes or other evidences of indebtedness payable at periods of more than twelve months after the date thereof, and now or hereafter to be authorized, a certificate of notification in such form as the Conimission may from time to time determine and prescribe which shall show:

(b)

First: (a) The total amount thereof authorized. The number and amount thereof outstanding prior to the date of such certificate; the amount thereof theretofore retired; the amount thereof ther. undisposed of, and whether such amount is held in the treasury of the corporation as a free asset, or pledged, and if pledged, the terms and conditions of such pledge.

(c) The number and amount thereof then to be issued and whether to be sold, pledged or held in the treasury of the corporation as a free asset; if such securities are to be sold, the terms of sale, if a contract for such sale has been made, and if any part of the consideration to be received therefor is other than money, an accurate and detailed description thereof; if such securities are to be pledged, the terms and conditions of such pledge. (d) The number and amount thereof remaining unissued.

(e) If the issue is of shares of stock, the certificate shall also show the par value thereof, or if the issue is of shares of stock that have no specified nominal or par value, the number of such shares, and the number of then outstanding shares previously issued.

Second: The preferences or privileges granted to the holders of any such shares of stock; the dates of maturity, rates of interest of any such bonds, notes or other evidences of indebtedness, and any conversion rights granted to the holders thereof, and the price, if any, at which such shares or bonds may be redeemed.

Whenever any securities set forth and described in any certificate of notification as pledged or held as a free asset in the treasury of the corporation shall subsequent to the filing of such cer

tificate be sold or repledged or otherwise disposed of by the corporation, such corporation shall file a further certificate of notification to that effect, setting forth therein all such facts as are required by subdivision (c) of the foregoing first paragraph. The provisions in regard to certificates of notification shall apply to notes or evidences of indebtedness running for periods of twelve months or less, and to the pledging or repledging of stocks, bonds or other evidences of indebtedness to secure such notes or evidences of indebtedness running for periods of twelve months or less, except that such certificates may be filed within ten days after the issue thereof instead of on or prior to the date of such issue.

Every such railroad corporation shall furnish to the Commission, at such time or times as the Commission may require, in addition to its income account, a balanced statement of its receipts and expenditures on capital account, and of the surplus of the income account accruing during the period covered by such statement, as well as of all other financial transactions that have taken place during such period, with whom had, whether in cash, in securities, or in other valuable consideration.

The Commission may also require the carrier to furnish any further statements of fact or evidence that it may deem necessary or appropriate.

The certificates of notification, and any other written statement furnished to the Commission under the Act, shall be signed and verified by the auditor, comptroller, or other acting fiscal head of the carrier.

It shall be the duty of the Commission to enforce these provisions, and to make public by appropriate means the information received, as, in its discretion, it may deem proper; and such certificates of notification shall at all times be deemed public records and open to inspection.

The Commission may also require the carrier to compile for the information of its shareholders such facts in regard to the financial transactions of the carrier for its fiscal year in such form as the Commission may direct. The carrier may be required by order of the Commission to disclose every interest of the directors of such carrier in any transaction under investigation. The Commission shall have the power to investigate all such transactions and to inquire into the good faith thereof, to examine the books and papers of carriers, construction or other companies or of firms or individuals with which the carrier shall have had financial transactions, for the purpose of enabling it to verify any statements furnished, and to examine into the actual cost and value of property acquired by, or services rendered to, such carrier.

Appropriate penalties, including fine and imprisonment, should be provided for violation of the Act.

INDEX TO REPORT

[REFERENCES ARE TO PAGES.]

1. Railroad Securities and Interstate Commerce, 675.
2. Present Requirements and Future Policy, 676.
3. Theory of Railroad Stock Issues, 677.

4. State Legislation Regarding Stock Issues, 678.
5. Evasion of State Laws, 678.

6. Danger of Evasion of Federal Law, 679.

7. Enforced Uniformity not yet Attainable, 680.
8. Enforced Publicity Immediately Needed, 681.
9. Mode of Procedure, 681.

10. Facts to be Disclosed, 682.
11. Physical Valuation, 683.

12. Results to be Expected, 684.

13. Conflicts of Jurisdiction, 685.

14. Development of Intercorporate Holding, 687.

15. Control by Intercorporate Holding, 688.

16. Financial Dangers, 689.

17. Alternative Methods, 690.

18. Treatment of Existing Issues, 691.

19. Price of New Issues of Stock, 691.

20. Shares Without Par Value, 692.

21. New Issues of Bonds, 694.

22. Dividends and Reserve Funds, 694.

23. Treatment of Intercorporate Holdings, 696.

24. Unreasonable and Reasonable Expectations, 697,

25. Promoters' Profits and Services, 697.

26. Standardization of Railroad Securities, 698.

27. Restoration of Public Confidence, 699.

28. Amount of Additional Capital Required, 699.
29. Present Return and Future Security, 700.
30. What Constitutes a Reasonable Return, 701.
31. Points to be Emphasized, 701.

[707]

TABLE OF CASES.

A.

[REFERENCES ARE TO PAGES.]

Acklen v. Thompson (126 S. W. 730, 122 Tenn. 43), 62. Adair v. U. S. (208 U. S. 161, 52 L

Ed. 436), 144.

Adams Express Co. v. Kentucky

(166 U. S. 171, 41 L. Ed. 960), 36. Adams Express Co. v. Kentucky

(206 U. S. 129, 51 L. Ed. 987), 33. Adams Express Co. v Kentucky

(214 U. S. 218, 53 L. Ed. 972), 34. Adams v. Ohio (165 U. S. 194, 41 L. Ed. 683), 36, 195.

Addyston Pipe & Steel Co. v. U. S.

(175 U. S. 211, 44 L. Ed. 136, 29 C. C. A. 141, 85 Fed. 271), 105, 121, 125, 126, 130, 131, 139, 157, 537, 545, 570.

Aikens v. Wisconsin (195 U. S. 194, 49 L. Ed. 154), 205. Alabama Rate Case (170 Fed. 225, 161 Fed. 925), 186.

Alabama & Vicksburg Ry. v. Rail

road Comm. (203 U. S. 496, 51 L. Ed. 289), 204.

Allen v. Flood (67 L. J. Rep. H. of

L. 98), 138, 155.

llen v. Oregon Ry. & Nav. Co. (98

Fed. 616), 371.

Alexander v. U. S. (201 U. S. 117,

50 L. Ed. 673), 565. Allis-Chalmers v. Iron Molders' Union (150 Fed. 155, 166 Fed. 145), 146.

Allis-Chalmers Co. V. Reliable Lodge (111 Fed. 264), 106, 146. Almy v. California (24 How. 169, 16 L. Ed. 644,), 7, 15.

American Banana Co. v. U. Fruit Co. (213 U. S. 347, 53 L. Ed. 826), 549.

American Express Co. v. Iowa (196 U. S. 133, 49 L. Ed. 417), 31, 33. American Express Co. v. U. S. (212 U. S. 517, 53 L. Ed. 635), 223, 241, 515.

American Refrigerator Transit Co. v. Hall (174 U. S. 70, 43 L. Ed. 899), 36. American Steamship Co. v. Louisiana (118 U. S. 455, 30 L. Ed. 237), 7, 40, 53. American Steel & Wire Co. v. Speed (192 U. S. 500, 48 L. Ed. 538), 30.

American Steel & Wire Co. v. Wire

Drawers, etc. (90 Fed. 608), 146. American T. & T. Co. v. K. C. Southern R. Co. (175 Fed. 28), 296.

American Tobacco Co. v. U. S. (221 U. S. 106), 125.

American Union Coal Co. v. Penn. Ry. Co. (159 Fed. 278), 427. Ames v. American Tel. & Tel. Co. (166 Fed. 820), 564, 573. Anderson v. U. S. (171 U. S. 604, 43 L. Ed. 300, 82 Fed. 529), 126, 541.

Arbuckle v. Blackburn (51 C. C. A. 122, 113 Fed. 616, 65 L. R. A. 864), 19.

Arkansas Brokerage Co. v. Dunn (173 Fed. 899), 137, 549. Arkansas Rate Case (163 Fed. 141), 191, 193, 196, 197, 198, 199.

« ÀÌÀü°è¼Ó »