forbid not only subscription to the stock of other companies, but its purchase or acquisition in any other way, unless specially allowed by law, except where taken temporarily in payment of, or as security for, debt. They now are in Section 1070 of the Code of 1887. The General Assembly at its last session amended this section, and emasculated it. They not only passed numerous private charters in which they let down the barriers to the very ground, by giving the privilege in question themselves, but they amended Section 1070 so as to authorize the courts to do the same thing in all the judge-granted charters.

Another of the most valuable of the checks hitherto imposed on corporate action, intended to prevent the fraudulent manipulation of unsubscribed stock, was that incorporated in Section 18, Chapter 57 of the Code of 1849, re-enacted in Section 1124 of the Code of 1887, by which the managers are prohibited from selling unsubscribed stock at less than par. The last General Assembly has swept away all value from this wholesome provision by an amendment, which inserts the words, "unless specially authorized to do so;" this general language, I suppose, empowering the courts to authorize sales at less than par; and the Legislature set the example in certain charters enacted last winter by "specially authorizing" the management to do as they see fit in the

matter.

As the law used to be, subscriptions had to be made in money. The General Assembly by an amendment of Section 1148, which confers powers to grant charters on the courts, allows "subscriptions to stock to be paid in money, land or other property (real, personal or mixed), leases, options, mines, minerals, and mineral rights, rights of way, and other rights or easements, labor or services," and provides that "there shall be no individual liability beyond the unpaid subscriptions to stock." (Chapter 73 of Public Acts.) What the effect of the studied enumeration of media in which subscriptions may be paid, may be upon the general terms, will probably be a question of no little interest. some day.

There can, I pre

The last clause of this inserted matter is curious. sume, be no doubt in the mind of any lawyer, and, as far as I am advised, there has never been any doubt, that when the Legislature in 1874 amended and re-enacted Section 63 of Chapter 57 of the Code of 1873, omitting the personal-liability clause which had been inserted in the 5th section of the Act of 30th of March, 1871, that omission removed that liability as to future charters granted by the courts. As to

those companies which had been organized before this change was made, except in regard to debts contracted before the repeal, the Court of Appeals held in the case of Slaymaker's adm'r. v. Jaffray & Co., decided in September, 1886, and reported in 82 Virginia, 346, that the liability was removed. What then could have been the object of inserting the provision that "there shall be no individual liability beyond the unpaid subscriptions to stock?" Coming as it does immediately after the license for the payment of subscriptions in every species of property, real and imaginary, and other things (chips and whetstones), and at any sort of prices, fair or foolish, it looks (though it is inconceivable that it could have been so intended) as if it might be effective to remove a personal liability growing out of such kind of subscriptions if any crookedness be found in them; in short, as a shield to fraud. That it may be found effective to protect dishonest insolvencies will be avoided only by the astuteness of the courts in finding some possible sense and effect to give it, not appearing on the face of the language used.

Our Legislature seems to have been eager to break down every barrier, and hold out every temptation to lead men into wild and reckless speculations, and extend to the unscrupulous every opportunity to misuse and abuse corporate franchises. For example: I find a charter for a mining company, of which the following are some of the features: The stock is to be not less than one million nor more than ten millions. It may acquire and hold 30,000 acres of land, of any kind and anywhere. Stock may be paid for in land, timber, labor, services, real or personal property, and the holders of stock so paid for shall be exempt from all liabilities whatsoever! It has unlimited authority to subscribe to the stock of other mining or manufacturing corporations in Virginia, and to pay such subscriptions in money or property.

Another, with a capital going up to ten millions, besides most of the powers given to the one just referred to, is empowered for its own use to own land without other limit than "not exceeding 20,000 acres in one county." It may, therefore, own two millions of acres in the State. It may build railroads not exceeding fifty miles in length, and actually is vested with the right of eminent domain, to condemn lands for its railroads; an assignment of the sovereign power of the Commonwealth for the benefit of a private corporation (not primarily a transportation company), calculated to provoke inquiry as to its validity.

Quite a number of the charters granted last winter have maxima of capital ranging from one to ten millions. Many contain powers so

extensive as to indicate the most ambitious schemes; and as the removal of the safeguards mentioned is the rule rather than the exception, in the legislative charters-an example which the courts may be expected to follow pretty freely-it may be said, without much exaggeration, that every facility has been afforded for the absorption of nearly all the capital and enterprise of the future into powerful corporations, able and ready to disregard the wholesome restraints of the past, or to observe them only so far as it suits them to do so.

Any candid and thoughtful mind, it seems to me, must come to the conclusion that we have gone too fast and too far. The cause of this movement is no doubt to be found in the desire to give the most liberal encouragement to new industrial enterprises, with the hope of attracting capital to the State, and promoting the development of her resources. This motive was a patriotic one. Interested parties have manifestly used it to the utmost possible extent-whether to a dangerous one, the future alone can surely decide. It is a fact of experience, that such grants, once begun, can rarely be withdrawn. So many interests will be arrayed in their defence, so much influence, money, and power will be ever ready to combine in their defence, that it is nearly certain that no effort at restrictive legislation stands much chance of success. The way in which a single great corporation, the Union Pacific Railroad, has for years been able to defy or evade the efforts of the Congress of the United States illustrates what would be the fate of any attempt, against which scores or hundreds of wealthy corporations would be combined.

When the vast preponderance of the business of society is in the hands of ideal bodies, without conscience and without sympathies, wielding boundless wealth and influence, respecting the laws only so far as may suit the purposes of their managers, is it an extravagance to fear that the time may come when the people will rise up to throw off such a burden, by a revolution, either of violence or of hostile legislation, more or less analagous to the social and political convulsions by which the people of Europe cast off the burdens of the feudal system? These will doubtless be like the warnings of Cassandra. Still, upon

the principles which I stated at the outset, it is our duty not the less to utter them.

ANNUAL ADDRESS

BY

CHARLES E. FENNER.

OF NEW ORLEANS.

THE ANCIENT LAWYER.

Mr. President and Gentlemen of the Virginia State Bar Association :

I am fully sensible that I owe the distinguished honor of being invited to deliver the annual address before the Bar Association of Virginia far less to any reputation I may have acquired than to the fact that I imbibed my first draughts of legal learning at that perennial fountain, the Law School of the University of Virginia, and that I recognize, amongst the most prominent members of your Association, some of those who were then my classmates, and who, like myself, recall with Horatian fervor those halcyon days of our youth, which we passed together under the "Consulate of Plancus"-that fortunate Plancus, of whom we know so little save that he was Consul during the youth of Horace, but who is immortalized by the eloquent references of the poet. O, happy days, how far ye seem! O, ancient friends, how close and near !

In casting about for the theme of this address, I recalled a witty remark which was made by a speaker at the recent centennial banquet, tendered by the Bar of New York to the judges of the Supreme Court of the United States, who said: "Gentlemen, we are all lawyers here-except the judges." Happily, here, as there, the historic fame of the Virginia judiciary excludes all possibility of attributing to the remark the suspi