HD2713 AMENDMENT OF SHERMAN ANTITRUST LAW 769 178 HEARINGS BEFORE THE SUBCOMMITTEE OF THE COMMITTEE ON THE JUDICIARY, UNITED STATES SENATE CONSISTING OF SENATORS NELSON (CHAIRMAN), DEPEW, DILLINGHAM, TO REGULATE COMMERCE AMONG THE SEVERAL AND COMMERCE AGAINST UNLAWFUL AMENDMENT OF SHERMAN ANTITRUST LAW. HEARINGS ON S. 6331 AND S. 6440. THURSDAY, April 23, 1908. The subcommittee met at 10 o'clock a. m. Present: Senators Nelson (chairman), Dillingham, and Clarke, of Arkansas. Seth Low, of New York City, president of the National Civic Federation; J. W. Jenks, professor of political economy and politics, Cornell University, Ithaca, N. Y.; Joseph Nimmo, jr., statistician and economist, of Long Island, New York; Daniel Davenport, of Bridgeport, Conn., counsel for the American Anti-Boycott Association; James A. Emery, of New York City, representing various national, State, and local manufacturing and industrial associations; Nathan Bijur, of New York City, representing the Merchants' Association, and others, appeared. OPENING STATEMENT BY THE CHAIRMAN. The CHAIRMAN. (Senator NELSON). We have before us two bills, Senate bill 6331, introduced by Senator Foraker, and Senate bill 6440, introduced by Senator Warner. They relate to modifications of what is commonly known as the Sherman antitrust law, and will be inserted in the record of the hearings. The bills are as follows: A BILL (S. 6331) to legalize contracts and agreements not in unreasonable restraint of trade or commerce. Be it enacted, etc., That nothing in the act to regulate commerce, approved February fourth, eighteen hundred and eighty-seven, or in the act to protect trade and commerce against unlawful restraints and monopolies, approved July second, eighteen hundred and ninety, or in the act to reduce taxation, to provide revenue for the Government, and for other purposes, approved August twenty-seventh, eighteen hundred and ninety-four, or in any act amendatory of or supplementary to any of said acts, shall hereafter be construed or held to prohibit any contract, agreement, or combination that is not in unreasonable restraint of trade or commerce with foreign nations or among the several States. A BILL (S. 6440) to regulate commerce among the several States or with foreign nations, and to amend the act approved July second, eighteen hundred and ninety, entitled "An act to protect trade and commerce against unlawful restraints and monopolies." Be it enacted, etc., That the act approved July second, eighteen hundred and ninety, entitled "An act to protect trade and commerce against unlawful restraints and monopolies," be, and hereby the 3 same is, amended by adding at the end of said act the following sections: "SEC. 8. That any corporation or association affected by this act, but not subject to the act approved February fourth, eighteen hundred and eighty-seven, entitled 'An act to regulate commerce,' or the acts amendatory thereof or supplemental thereto, shall be entitled to the benefits and immunities in this act hereinafter given if and when it shall register as herein provided and shall comply with the requirements of this act hereinafter set forth, but not otherwise. "Such registration, by a corporation or association for profit and having capital stock, may be effected by filing with the Commissioner of Corporations a written application therefor, together with a written statement setting forth such information concerning the organization of such corporation or association, its financial conditions, its contracts, and its corporate proceedings, as may be prescribed by general regulations from time to time to be made by the President pursuant to this act; and such registration by a corporation or association not for profit and without capital stock may be effected by filing with the Commissioner of Corporations a written application therefor, together with a written statement setting forth, first, its charter or agreement of association and by-laws; second, the place of its principal office, and third, the names of its directors or managing officers, and standing committees, if any, with their residences. 66 Thereupon the Commissioner of Corporations shall register such corporation or association under this act. In case any corporation or association so registered shall refuse or shall fail at any time to file the statements or to give the information required under this act, or to comply with the requirements of this act, or in case information furnished by it shall be false in any material particular, the Commissioner of Corporations shall have power to cancel the registration of such corporation or association after thirty days' notice in writing to such corporation or association. Any corporation or association aggrieved by such action of the Commissioner of Corporations may apply to the supreme court of the District of Columbia, in a suit or proceeding in equity, for such relief in the premises as may be proper, and said court shall have jurisdiction to hear and determine such application, subject to appeal as in other causes in equity. 66 SEC. 9. That the President shall have power to make, alter, and revoke, and from time to time, in his discretion, he shall make, alter, and revoke, regulations prescribing what facts shall be set forth in the statements to be filed with the Commissioner of Corporations by corporations and associations for profit and having capital stock applying for registration under this act, and what information thereafter shall be furnished by such corporations and associations so registered, and he may prescribe the manner of registration and of cancellation of registration. "Nothing in this act shall require the filing of contracts or agreements of corporations or associations not for profit or without capital stock, and such corporations and associations while registered hereunder, and the members thereof, shall be entitled to all the benefits and immunities given by this act, excepting such as are given by section ten and section eleven, without filing such contracts or agreements; but from time to time every such corporation or association shall file with the Commissioner of Corporations, when and as called for by him, a revised statement giving, as of a date specified by him, such information as is required to be given at the time of original registration under section eight of this act. SEC. 10. That any corporation or association registered under this act, and any person, not a common carrier under the provisions of the said act approved February fourth, eighteen hundred and eightyseven, or the acts amendatory thereof or supplemental thereto, being a party to a contract or combination hereafter made, other than a contract or combination with a common carrier filed under section eleven of this act, may file with the Commissioner of Corporations a copy thereof, if the same be in writing, or if not in writing, a statement setting forth the terms and conditions thereof, together with a notice that such filing is made for the purpose of obtaining the benefit of the provisions of this section. Thereupon the Commissioner of Corporations, with the concurrence of the Secretary of Commerce and Labor, of his own motion and without notice or hearing, or after notice and hearing, as the Commissioner may deem proper, may enter an order declaring that in his judgment such contract or combination is in unreasonable restraint of trade or commerce among the several States or with foreign nations. If no such order shall be made within thirty days after the filing of such contract or written statement, no prosecution, suit, or proceeding by the United States shall lie under the first six sections of this act, for or on account of such contract or combination, unless the same be in unreasonable restraint of trade or commerce among the several States or with foreign nations; but the United States may institute, maintain, or prosecute a suit, proceeding, or prosecution under the first six sections of said act for or on account of any such contract or combination hereafter made, of which a copy or written statement shall not have been filed as aforesaid, or as to which an order shall have been entered as above provided. "No corporation or association for profit or having capital stock, and registered under this act, that hereafter shall make a combination or consolidation with any other corporation or association, shall be entitled to continue its registration under this act, unless without delay it shall file with the Commissioner of Corporations, pursuant and subject to the provisions of this section, a statement setting forth the terms and conditions of such combination or consolidation, together with a notice as hereinabove provided. "SEC. 11. That any common carrier under the provisions of the said act approved February fourth, eighteen hundred and eighty-seven, or the acts amendatory thereof or supplemental thereto, being a party to a contract or combination hereafter made, or any other party to such contract or combination, may file with the Interstate Commerce Commission a copy thereof, if the same be in writing, or if not in writing, a statement setting forth the terms and conditions thereof, together with a notice that such filing is made for the purpose of obtaining the benefit of the provisions of this section. Thereupon the Interstate Commerce Commission, of its own motion and without notice or hearing, or after notice and hearing, as said Commission may deem proper, may enter an order declaring that in its judgment such contract or combination is in unreasonable restraint of trade or commerce among the several States or with foreign nations. If no such order shall be made within thirty days after the filing of such con |