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.Everybody knew James B.Dill.And this is how he was referredto.One could speak of (although not to) Morgan as “J.P.,” but Dill was uni-versally referred to as “James B.Dill” or, at the very least, “Mr.Dill.” By the time of his death in 1910, Mr.Dill’s opinion on virtually every aspect of themodern corporation was given the greatest deference.20Dill was hugely successful.But he was a bit of a misfi t among his power-ful and famous contemporaries.One account described him as follows:• 39 •The Speculation EconomyIn appearance he suggests none of the traditions of the ideals ofthe lawyer who has been successful beyond the most rosy dream.He has none of the suave dignity that distinguished Evarts; none ofthat genial and yet, after all, reserved quality that made Choate bothadmired and feared.There is not an expression or a mannerismthat suggests a profound student.To see Dill hurrying throughWall Street one would surmise that he was the Clearing House orStock Exchange representative of some one of the greater fi nancialinstitutions.muttering to.[himself] in a manner which in amore secluded environment would cause.[his] mental balanceto be suspected.This, then, was one of the most respected and best paid lawyers of his day.But in the late 1880s, Dill was a relatively young man on the make.He ob-served West Virginia’s and Delaware’s attempts to attract corporate businessand, so watching, came up with a plan.He presented this plan in New York,whose corporate laws were of the generally more respectable type.But NewYork was not interested.According to Lincoln Steffens’s entertaining accountof the matter, Dill naively failed to explain to the New York political bosseshow they could personally benefi t from the plan.So he crossed the Hudsonto his home state.21Dill explained his plan to Governor Leon Abbett, a reformer who twicebecame governor despite crossing New Jersey’s political machine.Abbettwas trying his best to obtain control over New Jersey’s chaotic fi nances.Sohe listened.As Dill explained it, the plan came in two parts.First, the legis-lature would build on its holding company act and corporate fi nance laws topass the most liberal corporation law in the country.But the mere passage ofnew laws would not bring New Jersey the business it sought.After all, otherstates had lax laws, too.22The second part of the plan revealed Dill’s real genius.This was to cre-ate a corporation to advertise New Jersey’s paper bounty.The CorporationTrust Company of New Jersey was born.Its job was to sing the praises of theNew Jersey corporation to businessmen throughout the land.It would do allof the necessary work to incorporate, service and maintain these companieswhich, under New Jersey law, would not have to do a penny of business intheir new legal home.But the Corporation Trust Company of New Jerseywas hardly a public service company.Its founding stockholders included notonly James B.Dill himself, but also Secretary of State Henry Kelsey, AllanL.McDermott, clerk of the Chancery Court, United States District AttorneyHenry S.White, Charles B.Thurston, secretary of the successor corporation• 40 •Sanctuaryto Hamilton’s Society for the Establishment of Useful Manufactures (whichhad been acquired by the Amboy and now was controlled by the Pennsylva-nia Railroad), and Governor Leon Abbett himself.23Here is how the company worked.Anybody who was interested in incor-porating in New Jersey had only to write to the Secretary of State.That func-tionary would send in return a treatise on New Jersey law which carefullyexplained the latitude it gave corporate managers and directors in structuringand fi nancing their corporations.The Secretary of State would then refer theinquiry to the Corporation Trust Company or one of its later competitors,which would service the client, sending the necessary legal forms and offer-ing to complete the entire incorporation process for the promoter, all at amodest fee.The New Jersey approach was later widely imitated, sometimes evenmore blatantly.The Secretary of State of South Dakota, for example, re-ferred interested parties both to that state’s corporation trust companies andalso to the librarian of the State Supreme Court.This devoted public servantoffered promoters his own personal incorporation services for $10 by letterswritten on the court’s offi cial letterhead [ Pobierz całość w formacie PDF ]
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.Everybody knew James B.Dill.And this is how he was referredto.One could speak of (although not to) Morgan as “J.P.,” but Dill was uni-versally referred to as “James B.Dill” or, at the very least, “Mr.Dill.” By the time of his death in 1910, Mr.Dill’s opinion on virtually every aspect of themodern corporation was given the greatest deference.20Dill was hugely successful.But he was a bit of a misfi t among his power-ful and famous contemporaries.One account described him as follows:• 39 •The Speculation EconomyIn appearance he suggests none of the traditions of the ideals ofthe lawyer who has been successful beyond the most rosy dream.He has none of the suave dignity that distinguished Evarts; none ofthat genial and yet, after all, reserved quality that made Choate bothadmired and feared.There is not an expression or a mannerismthat suggests a profound student.To see Dill hurrying throughWall Street one would surmise that he was the Clearing House orStock Exchange representative of some one of the greater fi nancialinstitutions.muttering to.[himself] in a manner which in amore secluded environment would cause.[his] mental balanceto be suspected.This, then, was one of the most respected and best paid lawyers of his day.But in the late 1880s, Dill was a relatively young man on the make.He ob-served West Virginia’s and Delaware’s attempts to attract corporate businessand, so watching, came up with a plan.He presented this plan in New York,whose corporate laws were of the generally more respectable type.But NewYork was not interested.According to Lincoln Steffens’s entertaining accountof the matter, Dill naively failed to explain to the New York political bosseshow they could personally benefi t from the plan.So he crossed the Hudsonto his home state.21Dill explained his plan to Governor Leon Abbett, a reformer who twicebecame governor despite crossing New Jersey’s political machine.Abbettwas trying his best to obtain control over New Jersey’s chaotic fi nances.Sohe listened.As Dill explained it, the plan came in two parts.First, the legis-lature would build on its holding company act and corporate fi nance laws topass the most liberal corporation law in the country.But the mere passage ofnew laws would not bring New Jersey the business it sought.After all, otherstates had lax laws, too.22The second part of the plan revealed Dill’s real genius.This was to cre-ate a corporation to advertise New Jersey’s paper bounty.The CorporationTrust Company of New Jersey was born.Its job was to sing the praises of theNew Jersey corporation to businessmen throughout the land.It would do allof the necessary work to incorporate, service and maintain these companieswhich, under New Jersey law, would not have to do a penny of business intheir new legal home.But the Corporation Trust Company of New Jerseywas hardly a public service company.Its founding stockholders included notonly James B.Dill himself, but also Secretary of State Henry Kelsey, AllanL.McDermott, clerk of the Chancery Court, United States District AttorneyHenry S.White, Charles B.Thurston, secretary of the successor corporation• 40 •Sanctuaryto Hamilton’s Society for the Establishment of Useful Manufactures (whichhad been acquired by the Amboy and now was controlled by the Pennsylva-nia Railroad), and Governor Leon Abbett himself.23Here is how the company worked.Anybody who was interested in incor-porating in New Jersey had only to write to the Secretary of State.That func-tionary would send in return a treatise on New Jersey law which carefullyexplained the latitude it gave corporate managers and directors in structuringand fi nancing their corporations.The Secretary of State would then refer theinquiry to the Corporation Trust Company or one of its later competitors,which would service the client, sending the necessary legal forms and offer-ing to complete the entire incorporation process for the promoter, all at amodest fee.The New Jersey approach was later widely imitated, sometimes evenmore blatantly.The Secretary of State of South Dakota, for example, re-ferred interested parties both to that state’s corporation trust companies andalso to the librarian of the State Supreme Court.This devoted public servantoffered promoters his own personal incorporation services for $10 by letterswritten on the court’s offi cial letterhead [ Pobierz całość w formacie PDF ]