onger true that
persons dealing with corporations rely upon the State laws to
guarantee their solvency or their proper management. The attempts of
the commonwealth to do so by laws still remaining on its statute books
result, as we apprehend, only in a false sense of security; and we
believe that the act proposed, while giving up the attempt to do the
impossible thing, will really, by its greater attention to the details
of organization required to be made public by all corporations, result
in an advantage to stockholders and creditors more substantial than
the present partial attempt to enforce a principle impossible of
complete realization and which is, under existing laws, easily evaded.

It is impossible to reconcile or combine the two systems. Either the
old theory must be maintained, under which the State attempts though
vainly to guarantee both to stockholders and creditors that there is
one hundred dollars of actual value behind each one hundred dollars
of par value of capital stock, or some other system must be adopted
which, while not being chargeable with the vagueness and laxity of
the newer legislation of other States, will permit a share of capital
stock, although nominally one hundred dollars in value, to represent,
as the word implies, only a certain share or proportion, which may
be more or less than par, of whatever net assets the corporation may
prove to have. Under a system of this sort the State machinery will
only provide that the stockholders and, perhaps, the creditors, may at
all times have access to the corporation records or returns in such
manner as clearly to show, both at organization and thereafter, all of
the property or assets of which such share of capital stock actually
represents its proportion of ownership.

The question of monopoly the committee does not conceive to have
been left to its consideration. The limitations now existing on the
capitalization of business corporations are, no doubt, attributable
to the sentiment which has always existed against monopoly, but it
is clearly the policy of the commonwealth, as shown in its
recent legislation, to do away with the attempt to prevent large
corporations, simply because they are large. Moreover, it is
apprehended that the question of monopoly, or rather of the abuse of
the power of large corporations, does not result necessarily from the
size of corporations engaged in business throughout the United States.
In the opinion of the c