Amendment to an Interstate Trade Commission Bill
Title
Amendment to an Interstate Trade Commission Bill
Creator
Francis G. Newlands
Identifier
WWP18494
Date
[1914]
Source
Benjamin Strong Jr. Papers, New York Federal Reserve Bank
Language
English
Text
INTERSTATE TRADE
COMMISSION
BILL.
AMENDMENT IN THE NATURE OF A SUBSTITUTE REPORTED BY MR. NEWLANDS, CHAIRMAN OF THE SUBCOMMITTEE OF THE COMMITTEE ON INTERSTATE COMMERCE, TO CONSIDER THE BILL SUBMITTED BY MR. NEWLANDS (S. 4160) TO CREATE AN INTERSTATE TRADE COMMISSION, TO DEFINE ITS POWERS AND DUTIES, AND FOR OTHER PURPOSES.
__________________________
FRANCIS G. NEWLANDS, CHAIRMAN.
__________________________
IN THE SENATE OF THE UNITED STATES.
______________
AMENDMENT
IN THE NATURE OF A SUBSTITUTE
INTENDED TO BE PROPOSED BY MR. NEWLANDS TO THE BILL (s.4160) TO CREATE AN INTERSTATE TRADE COMMISSION, TO DEFINE ITS POWERS AND DUTIES, AND FOR OTHER PURPOSES, VIZ: STRIKE OUT ALL AFTER THE ENACTING CLAUSE AND INSERT THE FOLLOWING:
That a commission is hereby created and established, to be known as the Interstate Trade Commission, composed of five members, not more than three of whom shall be members of the same political party, and the said Interstate Trade Commission is referred to hereinafter as “the commission.”That the words defined in this Section shall have the following meaning when found in this Act, to wit:“Commerce” means such commerce as Congress has the power to regulate under the Constitution.The term “Corporation” shall include joint-stock associations and all other associations having shares of capital or capital stock, organized to carry on business with a view to profit.“Antitrust Acts” means the Act entitled “An Act to protect trade and commerce against unlawful restraints and monopolies”, approved July second, eighteen hundred and ninety; also sections seventy-three to seventy-seven, inclusive, of an Act entitled “An Act to reduce reduce taxation, to provide revenue for Government, and for other purposes”, approved August twenty-seventh, eighteen hundred and ninety-four; and also the Act entitled “An Act to amend sections seventy-three and seventy-six of the Act of August twenty-seventh, eighteen hundred and ninety-four, entitled ‘An Act to reduce taxation, to provide revenue for the Government, and for other purposes,’” approved February twelfth, nineteen hundred and thirteen.
SECTION 2. That upon the organization of the Commission, the Bureaur of Corporations, and the offices of Commissioner and Deputy Commissioner of Corporations shall cease to exist, and the employees of said bureau shall become employees of the commission in such capacity as it may designate. The commission shall take over all the records, furniture, and equipment of said bureau. All work and proceedings pending before the bureau may be continued by the commission. All appropriations heretofore made for the support and maintenance of the bureau and its work are hereby authorized to be expended by the commission for said purposes.The Bureau of Corporations and the offices of Commissioner of Corporations and Deputy Commissioner of Corporations are, upon the organization of the commission and the election of its chairman, abolished, and their powers, authority, and duties shall be exercised by the commission free from the direction or control of the Secretary of Commerce.Any commissioner may be removed by the President for inefficiency, neglect of duty, or malfeasance in office. A vacancy in the commission shall not impair the right of the remaining commissioners to exercise all the powers of the commission.The commissioners shall be appointed by the President, by and with the advice and consent of the Senate. The terms of office of the commissioners shall be seven years each. The terms of those first appointed by the President shall date from the taking effect of this Act, and shall be as follows:One shall be appointed for a term of three years, one for a term of four years, one for a term of five years, one for a term of six years, and one for a term of seven years; and after said commissioners shall have been so first appointed all appointments, except to fill vacancies, shall be for terms of seven years each. The commission shall select one of its members chairman for such period as it may determine. The commission shall elect a secretary and may elect an assistant secretary. Said secretary and assistant secretary shall hold their offices or connection with the commission at the pleasure of the commission. Each commissioner shall receive a salary of $10,000. per annum. The secretary of the commission shall receive a salary of $5,000. per annum. The assistant secretary shall receive a salary of $4,000. per annum. In case of a vacancy in the office of any commissioner during his term, an appointment shall be made by the President, by and with the advice and consent of the Senate, to fill such vacancy, for the unexpired term. The office of the commission shall be in the city of Washington, but the commission may at its pleasure meet and exercise all its powers at any other place, and may authorize one or more of its members to prosecute any inquiry. The commission shall have such attorneys, examiners, special agents, and other employees as may, from time to time, be appropriated for by Congress, and shall have authority to fix their compensation.With the exception of the secretary and assistant secretary and one clerk to each of the commissioners, and such attorneys, examiners, and special agents as may be employed, all employees of the commission shall be a part of the classified civil service. The commission shall also have the power to adopt a seal, which shall be judicially noticed, and to rent suitable rooms for the conduct of its work.The Auditor for the State and other Departments shall receive and examine all accounts of expenditures of the commission.
SECTION 3. That the commission shall have power among others-(a) To investigate the organization, business, financial conditions, conduct, management, and its relation to other corporations, of any corporation engaged in commerce.(b) To require any corporation subject to the provisions of this Act to furnish to the commission information, statements, and records concerning its organization, business, financial condition, conduct, management, and relation to other companies, and to require the production for examination of all documents, correspondence, contracts, memoranda, or other papers relating to the commerce in which such corporation under inquiry is engaged.(c) To prescribe as near as may be a uniform system of annual reports for different classes of corporations subject to the provisions of this Act, and to fix the time for the filing of such reports, and to require such reports, or any special report, to be made under oath, or otherwise in the discretion of the commission.(d) To make public, in the discretion of the commission, any information obtained by it in the exercise of the powers, authority, and duties conferred upon it by this Act, and to make annual and special reports to the Congress and to submit therewith recommendations for additional legislation.(e) To make, from time to time, rulesk, regulations and classifications of corporations subject to this Act, for the purpose of carrying out the provisions of this Act.(f) In any suit in equity brought by or under the direction of the Attorney General as provided in the antitrust Aacts, if the court finds for the complainant it may, upon its own motion or the motion of any party to such suit, refer the matter of the form of the decree to be entered to the commission as a master in chancery; whereupon the commission shall proceed in that capacity upon such notice to the parties and upon such hearing as the court may prescribe, and shall as speedily as practicable make report with its findings to the court, which report and findings having been made and filed shall be subject to the judicial procedure established for the consideration and disposition of a master’s report and findings in equity cases.(g) Wherever a final decree has been entered against any defendant or defendants in any suit brought by the United States to prevent and restrain any violation of the antitrust acts, the commission shall have power, and it shall be its duty, upon its own initiative or upon the application of the Attorney General, to make investigation of the manner in which the decree has been or is being carried out. It shall transmit to the Attorney General a report embodying its findings as a result of any such investigation, and the report shall be made public in the discretion of the commission.(h) If the commission believes from its inquiries and investigations, instituted upon its own initiative or at the suggestion of the President, the Attorney General, or either House of Congress, that any corporation has violated any law of the United States regulating commerce, it shall submit its findings and the evidence in relation thereto to the Attorney General.For the purpose of prosecuting any investigation or proceeding authorized by this section the commission, or its duly authorized agent or agents, shall at all reasonable times have access to, for the purpose of examination, and the right to copy any documents or writings of any corporation being investigated or proceeded against.
SEC. 4. That the powers and jurisdiction herein conferred upon the commission shall extend over all trade associations, corporate combinations, and corporations as hereinbefore defined engaged in or affecting commerce, except banks and such common carriers as are subject to control by the Interstate Commerce Commission.
SEC. 5. That any person who shall wilfully make any false entry relating to commerce in any book of accounts or record of any corporation subject to the provisions of this Act, or who shall wilfully make or furnish to said commission or to its agent any false statement, return, or record, knowing the same to be false in any material particular, shall be deemed guilty of a misdemeanor, and upon conviction thereof shall be punished by a fine not exceeding $1,000 or by imprisonment not exceeding one year, or by both said punishments, in the discretion of the court.Any employee of the commission who divulges any fact or information which may come to his knowledge during the course of his employment by the commission, except in so far as it has been made public by the commission, or as he may be directed by the commission or by a court, shall be deemed guilty of a misdemeanor, and upon conviction thereof shall be punished by a fine not exceeding $5,000, or by imprisonment not exceeding one year, or by both said punishments, in the discretion of the court.
SEC. 6. That for the purposes of this Act, and in aid of its powers of investigation herein granted, the commission shall have and exercise the same powers conferred upon the Interstate Commerce Commission to subpoena and compel the attendance and testimony of witnesses and the production of evidence, and to administer oaths. All the requirements, obligations, liabilities, and immunities imposed or conferred by the Act to regulate commerce, as amended, in relation to testimony before the Interstate Commerce Commission, shall apply to witnesses, testimony, and evidence before the commission.
SEC. 7. That the district courts of the United States upon the application of the commission alleging a failure by any corporation, or by any of its officers or employees, or by any witness, to comply with any order of the commission for the furnishing of information, shall have jurisdiction to issue such writs, orders or other process as may be necessary to enforce any order of the commission and to punish the disobedience thereof.
SEC. 8. That the several departments and bureaus of the Government, when directed by the President, shall furnish the commission, upon its request, all record,s, papers, and information in their possession relating to any corporation subject to any of the provisions of this Act, and shall detail from time to time such officials and employees to the commission as he may direct.
SEC. 9, That no corporation shall engage in commerce if upon its board of directors or other managing board or among its officers there is any person who is a member of the board of directors, or other managing board, or one of the officers of another corporation engaged in commerce and carrying on a competitive business: PROVIDED, HOWEVER, That no suit or action, civil or criminal, shall be instituted to enforce this section against any corporation having such community of directors or officers which, within one year after the passage hereof, files with the commission, or, if a common carrier, with the Interstate Commerce Commission, a petition alleging that the business of the corporations involved is not in fact competitive, or that if competitive in any degree the community of directors or officers, or both, does not destory or impair substantially competitive conditions as to such corporations and which petition is sustained by a finding of the commission, in the one case, or the Interstate Commerce Commission, in the other. Upon the filing of any such petition the commission, or the Interstate Commerce Commission, as the case may be, shall proceed with all practicable dispatch to make inquiry respecting the same. It shall immediately give notice of the filing of the petition to the Attorney General, who shall have the right to appear and oppose the granting of the order asked. The hearings shall be open, and both the petitioner and the Attorney General shall be permitted to offer evidence. Anyone may appear and be heard. The commission, or the Interstate Commerce Commission, as the case may be, may also consider whatever facts it may have discovered in any investigation which under the law it is given the power to make. If such finding of the commission or Interstate Commerce Commission be against the petitioning corporation, the commission, or the Interstate Commerce Commission, as the case may be, shall fix a reasonable time, not exceeding three months, within which time the corporation may bring itself into conformity with this sectipon; and until the expiration of the time so fixed no suit or action, civil or criminal, shall be instituted to enforce the provisions of this section. Upon notice and hearing, any such finding may be changed, if there is a change in the conditions formerly passed upon; and the prohibition against suit or action to enforce this section shall continue only so long as a finding of the commission, or the Interstate Commerce Commission, as the case may be, in favor of the petitioning corporation, remains: PROVIDED FURTHER, That the finding of the commission, or the Interstate Commerce Commission, as the case may be, shall have no force or effect in any suit, civil or criminal, brought under the Act of Congress entitled “An Act to protect trade and commerce against unlawful restraints and monopolies,” approved July second, eighteen hundred and ninety.
SEC. 10. That no corporation shall engage in commerce if it owns, holds, or controls, directly or indirectly, the whole or any part of the capital stock or any other means of control of any other corporation carrying on a competitive business: PROVIDED, HOWEVER, That no suit or action, civil or criminal, shall be instituted to enforce this section against any existing corporation which within one year after the passage hereof files with the commission or, if a common carrier, with the Interstate Commerce Commission, a petition alleging that the business of the corporation whose stock or other means of control it owns, holds, or controls is not in fact competitive, or that if competitive in any degree such ownership, holding, or control does not destroy or impair substantially competitive conditions between such corporations, and which petition is sutstained by a finding of the commission, in the one case, or the Interstate Commerce Commission, in the other; nor shall any such suit be instituted to enforce this section against any corporation organized after the passage hereof and which proposes to own, hold, or control, directly or indirectly, the whole or any part of the capital stock or other means of control of any other corporation which, before it begins business or acquires such stock of another corporation files with the commission or the Interstate Commerce Commission, as the case may be, a petition alleging that the business of the corporation whose stock or other means of control it proposes to acquire is not in fact competitive, or that if competitive in any degree the proposed ownership, holding, or control would not destroy or impair substantially competitive conditions, as between such corporations, and which petition is sustained by a finding of the commission or the Interstate Commerce Commission, as the case may be. In either case the finding of the commission or the Interstate Commerce Commission, as the case may be, may be, from time to time, changed if there is a change in the holdings or acquisition of such capital stock or other means of corporate control, and the prohibition against a suit to enforce this section shall continue only so long as a finding of the commission or the Interstate Commerce Commission, as the case may be, in favor of the petitioning corporation remains. Upon the filing of any such petition the commission shall proceed with all practicable dispatch to make inquiry respecting the same. It shall immediately give notice of the filing to the Attorney General, who shall have the right to appear and oppose the granting of the order asked. The hearings shall be open, and both petitioner and Attorney General shall be permitted to offer evidence. Anyone engaged in a business competitive with that of the petitioner may appear and be heard. The commission or the Interstate Commerce Commission, as the case may be, may also consider whatever facts it may have ascertained in any investigation, which, under the law, it is given the power to make. If in any such case the finding of the commission or the Interstate Commerce Commission, as the case may be, shall be against the petitioning corporation, the commission or the Interstate Commerce Commission, as the case may be, may fix a reasonable time within which the corporation shall bring itself into conformity with the law, and until the expiration of the time so fixed no suit shall be instituted to enforce the provisions of this section; PROVIDED FURTHER, That no finding of the commission under this section shall have force or effect in any suit, civil or criminal, brought under the Act of Congress entitled “An Act to protect trade and commerce against unlawful restraints and monopolies,” approved July second, eighteen hundred and ninety.
SEC. 11. That it shall be unlawful for any corporation to own, hold, or control, directly or indirectly, the whole, or any part of the capital stock, or other means of corporate control, of two or more corporations engaged in commerce and carrying on a competitive business; PROVIDED, HOWEVER, That this section shall not apply to a corporation organized to conduct a distinct independent business, and which owns, holds, or controls the stock, or other means of corporate control of competitive corporations solely as an investment and not as a means of or for the purpose of controlling the corporations, or either of them, whose stock it owns, holds, or controls, for the purpose of destroying or impairing competitive conditions as between such corporations; PROVIDED FURTHER, That no suit, civil or criminal, shall be instituted to enforce this section against any existing corporation which within one year after the passage hereof files with the commission, or with the Interstate Commerce Commission if the capital stock or other means of corporate control is that of common carrier corporations, a petition alleging that the business of the corporations whose stock or other means of control it owns, holds, or controls is not in fact competitive, or that if competitive in any degree does not destroy or impair substantially competitive conditions as to such corporations, and which petition is sustained by a finding of the commission or the Interstate Commerce Commission, as the case may be, nor against any corporation organized after the passage hereof and which proposes to acquire the capital stock or other means of corporate control of two or more corporations engaged in commerce, and which, before such acquisition, files a petition with the commission or the Interstate Commerce Commission, as the case may be, alleging that the business of the corporations whose stock or other means of corporate control it proposes to acquire is not in fact competitive, or that if competitive in any degree such acquisition and ownership would not destroy or impair substantially competitive conditions as to such corporations, and which petition is sustained by a finding of the commission of the Interstate Commerce Commission, as the case may be. Upon the filing of any such petition, the commission or the Interstate Commerce Commission, as the case may be, shall proceed with all practicable dispatch to make inquiry respecting the same. It shall immediately give notice of the filing of the petition to the Attorney General, who shall have the right to appear and oppose the granting of the order asked. The hearing shall be open, and both the petitioner and the Attorney General shall be permitted to offer evidence. Anyone engaged in business competitive with that of the petitioner may appear and be heard. The commission may also consider whatever facts it may have ascertained in any investigation which, under the law, it is given the power to make. The commission or the Interstate Commerce Commission, as the case may be, shall have the power to change its finding from time to time if the conditions change, and the prohibition against a suit or suits to enforce this section shall continue only so long as the finding of the commission or the Inerstate Commerce Commission, as the case may be, upon the issue hereinbefore stated continues to be in favor of the petitioning corporation. If as to any existing corporation the finding of the commission or the Interstate Commerce Commission, as the case may be, is against the petitioner the commission or the Interstate Commerce Commission, as the case may be, may prescribe a reasonable period within which the petitioner shall bring itself into conformity with the provisions of this section, and no suit shall be instituted to enforce the section until the exipiration of such period; PROVIDED FURTHER, That no finding of the Commission or the Interstate Commerce Commission, as the case may be, shall have any force or effect in any suit, civil or criminal, brought under the Act of Congress entitled “An Act to protect trade and commerce against unlawful restraints and monopolies,” approved July second, eighteen hundred and ninety.
SEC. 12. That no corporation having capital stock or shares of capital stock shall engage in commerce among the States or with foreign nations if it hereafter issues or authorizes to be issued any capital stock or shares of capital stock without requiring the same to be paid for in full at par, in money, property, or services, or contrqacted in writing to be so paid for at a fixed time by a responsible subscriber or subscribers.If any such corporation having capital stock or shares of capital stock purposes to accept property or services in payment of any subscription to this stock or shares of capital stock, it shall file with the commission or with the Interstate Commerce Commission, if it be a common carrier corporation, its petition setting forth the stock proposed to be issued and the property or services proposed to be taken in payment of the same, and thereupon the commission or the Interstate Commerce Commission, as the case may be, shall make investigation of the actual value of said property or services and shall certify the same to the said corporation. Whereupon the property or services may be received in payment for said stock or shares of capital stock at the value ascertained and fixed by the Commission or the Interstate Commerce Commission, as the case may be. It shall be unlawful for any corporation having capital stock or shares of capital stock to receive any property or services in payment for stock or shares of capital stock at any greater value than that fixed by the commission or the Interstate Commerce Commission, as the case may be; PROVIDED, That nothing herein contained shall be construed to authorize the acceptance nin payment of any stock or shares of capital stock of any property, services, or thing of value contrary to the laws of the State in which the corporation is organized.
SEC. 13. Sections nine, ten, eleven, and twelve shall apply to all corporations engaged in or affecting commerce, except banks and banking institutions.
SEC. 14. From and after two years after the passage of this bill it shall be unlawful for any common carrier engaged in commerce to enter into any contract for the disposal or acquisition of stocks or bonds or other securities with any other corporation or to sell or lease any property to any other corporation, or to purchase or lease any property from any other corporation if, at the time, there is among the officers or board of directors or other managing board of the common carrier so engaged in commerce any person or persons among the officers or upon the board of directors or other managing board of such other corporation.It shall likewise be unlawful for any common carrier engaged in commerce to enter into any contract for the disposal or acquisition of stocks or bonds or other securities with any person, partnership, or unincorporated banking institution, or to sell or lease any property to any person, paertnership, or unincorporated banking institution, or to purchase or lease any property from any person, partnership, or unincorporated banking institution if, at the time, such person or any member of such partnership or any member of such unincorporated banking institution is one of the officers or one of the board of directors or other managing board of such common carrier so engaged in commerce.
SEC. 15. That any person, copartnership, association, or corporation which shall be injured in his or its business or partnership by any person, copartnership, association, or corporation, by reason of anything forbidden by sections ten, eleven, twelve, or thirteen of this Act, may sue therefor in any district court of the United States in the district in which the defendant resides or is found, without respect to the amount in controversy, and shall recover threefold the damages by him or it sustained, and the cost of suit, including a reasonable attorney’s fee.
SEC. 16. That whenever any suit or proceeding in equity is brought by or on behalf of the United States, under any of the antitrust laws, the statute of limitations in respect of each and every private right of action arising under such antitrust laws, and based in whole or in part on any matter complained of in said suit or proceeding in equity, shall be suspended during the pendency of such suit or proceeding in equity.
SEC. 17. That any suit, action, or proceeding under the antitrust laws against a corporation may be brought not only in the judicial district whereof it is an inhabitant, but also in any district wherein it may be found.
SEC. 18. That subpoenas for witnesses who are required to attend a court of the United States in any judicial district in any case, civil or criminal, arising under this or the antitrust Acts, may run into any other district.
SEC. 19. That whenever a corporation violates any of the provisions of this Act, the offense shall be deemed to be also that of the individual directors, officers, and agents of such corporations authorizing or ordering any of such prohibited acts, and upon conviction thereof they shall be deemed guilty of a misdemeanor and punished by a fine not exceeding $5,000. or imprisonment not exceeding one year, or by both said punishments, in the discretion of thie court.
SEC. 20. That the several district courts of the United States are hereby invested with jurisdiction to prevent and restrain violations of this Act in the manner provided by the Act of July second, eight hundred and ninety, entitled "An act to protect trade and commerce against unlawful restraints and monopolies."
SEC. 21. That nothing contained in this Act shall be construed to prevent or interfere with the Attorney General in enforcing the provisions of the antitrust Acts or the Acts to regulate commerce.
COMMISSION
BILL.
AMENDMENT IN THE NATURE OF A SUBSTITUTE REPORTED BY MR. NEWLANDS, CHAIRMAN OF THE SUBCOMMITTEE OF THE COMMITTEE ON INTERSTATE COMMERCE, TO CONSIDER THE BILL SUBMITTED BY MR. NEWLANDS (S. 4160) TO CREATE AN INTERSTATE TRADE COMMISSION, TO DEFINE ITS POWERS AND DUTIES, AND FOR OTHER PURPOSES.
__________________________
FRANCIS G. NEWLANDS, CHAIRMAN.
__________________________
IN THE SENATE OF THE UNITED STATES.
______________
AMENDMENT
IN THE NATURE OF A SUBSTITUTE
INTENDED TO BE PROPOSED BY MR. NEWLANDS TO THE BILL (s.4160) TO CREATE AN INTERSTATE TRADE COMMISSION, TO DEFINE ITS POWERS AND DUTIES, AND FOR OTHER PURPOSES, VIZ: STRIKE OUT ALL AFTER THE ENACTING CLAUSE AND INSERT THE FOLLOWING:
That a commission is hereby created and established, to be known as the Interstate Trade Commission, composed of five members, not more than three of whom shall be members of the same political party, and the said Interstate Trade Commission is referred to hereinafter as “the commission.”That the words defined in this Section shall have the following meaning when found in this Act, to wit:“Commerce” means such commerce as Congress has the power to regulate under the Constitution.The term “Corporation” shall include joint-stock associations and all other associations having shares of capital or capital stock, organized to carry on business with a view to profit.“Antitrust Acts” means the Act entitled “An Act to protect trade and commerce against unlawful restraints and monopolies”, approved July second, eighteen hundred and ninety; also sections seventy-three to seventy-seven, inclusive, of an Act entitled “An Act to reduce reduce taxation, to provide revenue for Government, and for other purposes”, approved August twenty-seventh, eighteen hundred and ninety-four; and also the Act entitled “An Act to amend sections seventy-three and seventy-six of the Act of August twenty-seventh, eighteen hundred and ninety-four, entitled ‘An Act to reduce taxation, to provide revenue for the Government, and for other purposes,’” approved February twelfth, nineteen hundred and thirteen.
SECTION 2. That upon the organization of the Commission, the Bureaur of Corporations, and the offices of Commissioner and Deputy Commissioner of Corporations shall cease to exist, and the employees of said bureau shall become employees of the commission in such capacity as it may designate. The commission shall take over all the records, furniture, and equipment of said bureau. All work and proceedings pending before the bureau may be continued by the commission. All appropriations heretofore made for the support and maintenance of the bureau and its work are hereby authorized to be expended by the commission for said purposes.The Bureau of Corporations and the offices of Commissioner of Corporations and Deputy Commissioner of Corporations are, upon the organization of the commission and the election of its chairman, abolished, and their powers, authority, and duties shall be exercised by the commission free from the direction or control of the Secretary of Commerce.Any commissioner may be removed by the President for inefficiency, neglect of duty, or malfeasance in office. A vacancy in the commission shall not impair the right of the remaining commissioners to exercise all the powers of the commission.The commissioners shall be appointed by the President, by and with the advice and consent of the Senate. The terms of office of the commissioners shall be seven years each. The terms of those first appointed by the President shall date from the taking effect of this Act, and shall be as follows:One shall be appointed for a term of three years, one for a term of four years, one for a term of five years, one for a term of six years, and one for a term of seven years; and after said commissioners shall have been so first appointed all appointments, except to fill vacancies, shall be for terms of seven years each. The commission shall select one of its members chairman for such period as it may determine. The commission shall elect a secretary and may elect an assistant secretary. Said secretary and assistant secretary shall hold their offices or connection with the commission at the pleasure of the commission. Each commissioner shall receive a salary of $10,000. per annum. The secretary of the commission shall receive a salary of $5,000. per annum. The assistant secretary shall receive a salary of $4,000. per annum. In case of a vacancy in the office of any commissioner during his term, an appointment shall be made by the President, by and with the advice and consent of the Senate, to fill such vacancy, for the unexpired term. The office of the commission shall be in the city of Washington, but the commission may at its pleasure meet and exercise all its powers at any other place, and may authorize one or more of its members to prosecute any inquiry. The commission shall have such attorneys, examiners, special agents, and other employees as may, from time to time, be appropriated for by Congress, and shall have authority to fix their compensation.With the exception of the secretary and assistant secretary and one clerk to each of the commissioners, and such attorneys, examiners, and special agents as may be employed, all employees of the commission shall be a part of the classified civil service. The commission shall also have the power to adopt a seal, which shall be judicially noticed, and to rent suitable rooms for the conduct of its work.The Auditor for the State and other Departments shall receive and examine all accounts of expenditures of the commission.
SECTION 3. That the commission shall have power among others-(a) To investigate the organization, business, financial conditions, conduct, management, and its relation to other corporations, of any corporation engaged in commerce.(b) To require any corporation subject to the provisions of this Act to furnish to the commission information, statements, and records concerning its organization, business, financial condition, conduct, management, and relation to other companies, and to require the production for examination of all documents, correspondence, contracts, memoranda, or other papers relating to the commerce in which such corporation under inquiry is engaged.(c) To prescribe as near as may be a uniform system of annual reports for different classes of corporations subject to the provisions of this Act, and to fix the time for the filing of such reports, and to require such reports, or any special report, to be made under oath, or otherwise in the discretion of the commission.(d) To make public, in the discretion of the commission, any information obtained by it in the exercise of the powers, authority, and duties conferred upon it by this Act, and to make annual and special reports to the Congress and to submit therewith recommendations for additional legislation.(e) To make, from time to time, rulesk, regulations and classifications of corporations subject to this Act, for the purpose of carrying out the provisions of this Act.(f) In any suit in equity brought by or under the direction of the Attorney General as provided in the antitrust Aacts, if the court finds for the complainant it may, upon its own motion or the motion of any party to such suit, refer the matter of the form of the decree to be entered to the commission as a master in chancery; whereupon the commission shall proceed in that capacity upon such notice to the parties and upon such hearing as the court may prescribe, and shall as speedily as practicable make report with its findings to the court, which report and findings having been made and filed shall be subject to the judicial procedure established for the consideration and disposition of a master’s report and findings in equity cases.(g) Wherever a final decree has been entered against any defendant or defendants in any suit brought by the United States to prevent and restrain any violation of the antitrust acts, the commission shall have power, and it shall be its duty, upon its own initiative or upon the application of the Attorney General, to make investigation of the manner in which the decree has been or is being carried out. It shall transmit to the Attorney General a report embodying its findings as a result of any such investigation, and the report shall be made public in the discretion of the commission.(h) If the commission believes from its inquiries and investigations, instituted upon its own initiative or at the suggestion of the President, the Attorney General, or either House of Congress, that any corporation has violated any law of the United States regulating commerce, it shall submit its findings and the evidence in relation thereto to the Attorney General.For the purpose of prosecuting any investigation or proceeding authorized by this section the commission, or its duly authorized agent or agents, shall at all reasonable times have access to, for the purpose of examination, and the right to copy any documents or writings of any corporation being investigated or proceeded against.
SEC. 4. That the powers and jurisdiction herein conferred upon the commission shall extend over all trade associations, corporate combinations, and corporations as hereinbefore defined engaged in or affecting commerce, except banks and such common carriers as are subject to control by the Interstate Commerce Commission.
SEC. 5. That any person who shall wilfully make any false entry relating to commerce in any book of accounts or record of any corporation subject to the provisions of this Act, or who shall wilfully make or furnish to said commission or to its agent any false statement, return, or record, knowing the same to be false in any material particular, shall be deemed guilty of a misdemeanor, and upon conviction thereof shall be punished by a fine not exceeding $1,000 or by imprisonment not exceeding one year, or by both said punishments, in the discretion of the court.Any employee of the commission who divulges any fact or information which may come to his knowledge during the course of his employment by the commission, except in so far as it has been made public by the commission, or as he may be directed by the commission or by a court, shall be deemed guilty of a misdemeanor, and upon conviction thereof shall be punished by a fine not exceeding $5,000, or by imprisonment not exceeding one year, or by both said punishments, in the discretion of the court.
SEC. 6. That for the purposes of this Act, and in aid of its powers of investigation herein granted, the commission shall have and exercise the same powers conferred upon the Interstate Commerce Commission to subpoena and compel the attendance and testimony of witnesses and the production of evidence, and to administer oaths. All the requirements, obligations, liabilities, and immunities imposed or conferred by the Act to regulate commerce, as amended, in relation to testimony before the Interstate Commerce Commission, shall apply to witnesses, testimony, and evidence before the commission.
SEC. 7. That the district courts of the United States upon the application of the commission alleging a failure by any corporation, or by any of its officers or employees, or by any witness, to comply with any order of the commission for the furnishing of information, shall have jurisdiction to issue such writs, orders or other process as may be necessary to enforce any order of the commission and to punish the disobedience thereof.
SEC. 8. That the several departments and bureaus of the Government, when directed by the President, shall furnish the commission, upon its request, all record,s, papers, and information in their possession relating to any corporation subject to any of the provisions of this Act, and shall detail from time to time such officials and employees to the commission as he may direct.
SEC. 9, That no corporation shall engage in commerce if upon its board of directors or other managing board or among its officers there is any person who is a member of the board of directors, or other managing board, or one of the officers of another corporation engaged in commerce and carrying on a competitive business: PROVIDED, HOWEVER, That no suit or action, civil or criminal, shall be instituted to enforce this section against any corporation having such community of directors or officers which, within one year after the passage hereof, files with the commission, or, if a common carrier, with the Interstate Commerce Commission, a petition alleging that the business of the corporations involved is not in fact competitive, or that if competitive in any degree the community of directors or officers, or both, does not destory or impair substantially competitive conditions as to such corporations and which petition is sustained by a finding of the commission, in the one case, or the Interstate Commerce Commission, in the other. Upon the filing of any such petition the commission, or the Interstate Commerce Commission, as the case may be, shall proceed with all practicable dispatch to make inquiry respecting the same. It shall immediately give notice of the filing of the petition to the Attorney General, who shall have the right to appear and oppose the granting of the order asked. The hearings shall be open, and both the petitioner and the Attorney General shall be permitted to offer evidence. Anyone may appear and be heard. The commission, or the Interstate Commerce Commission, as the case may be, may also consider whatever facts it may have discovered in any investigation which under the law it is given the power to make. If such finding of the commission or Interstate Commerce Commission be against the petitioning corporation, the commission, or the Interstate Commerce Commission, as the case may be, shall fix a reasonable time, not exceeding three months, within which time the corporation may bring itself into conformity with this sectipon; and until the expiration of the time so fixed no suit or action, civil or criminal, shall be instituted to enforce the provisions of this section. Upon notice and hearing, any such finding may be changed, if there is a change in the conditions formerly passed upon; and the prohibition against suit or action to enforce this section shall continue only so long as a finding of the commission, or the Interstate Commerce Commission, as the case may be, in favor of the petitioning corporation, remains: PROVIDED FURTHER, That the finding of the commission, or the Interstate Commerce Commission, as the case may be, shall have no force or effect in any suit, civil or criminal, brought under the Act of Congress entitled “An Act to protect trade and commerce against unlawful restraints and monopolies,” approved July second, eighteen hundred and ninety.
SEC. 10. That no corporation shall engage in commerce if it owns, holds, or controls, directly or indirectly, the whole or any part of the capital stock or any other means of control of any other corporation carrying on a competitive business: PROVIDED, HOWEVER, That no suit or action, civil or criminal, shall be instituted to enforce this section against any existing corporation which within one year after the passage hereof files with the commission or, if a common carrier, with the Interstate Commerce Commission, a petition alleging that the business of the corporation whose stock or other means of control it owns, holds, or controls is not in fact competitive, or that if competitive in any degree such ownership, holding, or control does not destroy or impair substantially competitive conditions between such corporations, and which petition is sutstained by a finding of the commission, in the one case, or the Interstate Commerce Commission, in the other; nor shall any such suit be instituted to enforce this section against any corporation organized after the passage hereof and which proposes to own, hold, or control, directly or indirectly, the whole or any part of the capital stock or other means of control of any other corporation which, before it begins business or acquires such stock of another corporation files with the commission or the Interstate Commerce Commission, as the case may be, a petition alleging that the business of the corporation whose stock or other means of control it proposes to acquire is not in fact competitive, or that if competitive in any degree the proposed ownership, holding, or control would not destroy or impair substantially competitive conditions, as between such corporations, and which petition is sustained by a finding of the commission or the Interstate Commerce Commission, as the case may be. In either case the finding of the commission or the Interstate Commerce Commission, as the case may be, may be, from time to time, changed if there is a change in the holdings or acquisition of such capital stock or other means of corporate control, and the prohibition against a suit to enforce this section shall continue only so long as a finding of the commission or the Interstate Commerce Commission, as the case may be, in favor of the petitioning corporation remains. Upon the filing of any such petition the commission shall proceed with all practicable dispatch to make inquiry respecting the same. It shall immediately give notice of the filing to the Attorney General, who shall have the right to appear and oppose the granting of the order asked. The hearings shall be open, and both petitioner and Attorney General shall be permitted to offer evidence. Anyone engaged in a business competitive with that of the petitioner may appear and be heard. The commission or the Interstate Commerce Commission, as the case may be, may also consider whatever facts it may have ascertained in any investigation, which, under the law, it is given the power to make. If in any such case the finding of the commission or the Interstate Commerce Commission, as the case may be, shall be against the petitioning corporation, the commission or the Interstate Commerce Commission, as the case may be, may fix a reasonable time within which the corporation shall bring itself into conformity with the law, and until the expiration of the time so fixed no suit shall be instituted to enforce the provisions of this section; PROVIDED FURTHER, That no finding of the commission under this section shall have force or effect in any suit, civil or criminal, brought under the Act of Congress entitled “An Act to protect trade and commerce against unlawful restraints and monopolies,” approved July second, eighteen hundred and ninety.
SEC. 11. That it shall be unlawful for any corporation to own, hold, or control, directly or indirectly, the whole, or any part of the capital stock, or other means of corporate control, of two or more corporations engaged in commerce and carrying on a competitive business; PROVIDED, HOWEVER, That this section shall not apply to a corporation organized to conduct a distinct independent business, and which owns, holds, or controls the stock, or other means of corporate control of competitive corporations solely as an investment and not as a means of or for the purpose of controlling the corporations, or either of them, whose stock it owns, holds, or controls, for the purpose of destroying or impairing competitive conditions as between such corporations; PROVIDED FURTHER, That no suit, civil or criminal, shall be instituted to enforce this section against any existing corporation which within one year after the passage hereof files with the commission, or with the Interstate Commerce Commission if the capital stock or other means of corporate control is that of common carrier corporations, a petition alleging that the business of the corporations whose stock or other means of control it owns, holds, or controls is not in fact competitive, or that if competitive in any degree does not destroy or impair substantially competitive conditions as to such corporations, and which petition is sustained by a finding of the commission or the Interstate Commerce Commission, as the case may be, nor against any corporation organized after the passage hereof and which proposes to acquire the capital stock or other means of corporate control of two or more corporations engaged in commerce, and which, before such acquisition, files a petition with the commission or the Interstate Commerce Commission, as the case may be, alleging that the business of the corporations whose stock or other means of corporate control it proposes to acquire is not in fact competitive, or that if competitive in any degree such acquisition and ownership would not destroy or impair substantially competitive conditions as to such corporations, and which petition is sustained by a finding of the commission of the Interstate Commerce Commission, as the case may be. Upon the filing of any such petition, the commission or the Interstate Commerce Commission, as the case may be, shall proceed with all practicable dispatch to make inquiry respecting the same. It shall immediately give notice of the filing of the petition to the Attorney General, who shall have the right to appear and oppose the granting of the order asked. The hearing shall be open, and both the petitioner and the Attorney General shall be permitted to offer evidence. Anyone engaged in business competitive with that of the petitioner may appear and be heard. The commission may also consider whatever facts it may have ascertained in any investigation which, under the law, it is given the power to make. The commission or the Interstate Commerce Commission, as the case may be, shall have the power to change its finding from time to time if the conditions change, and the prohibition against a suit or suits to enforce this section shall continue only so long as the finding of the commission or the Inerstate Commerce Commission, as the case may be, upon the issue hereinbefore stated continues to be in favor of the petitioning corporation. If as to any existing corporation the finding of the commission or the Interstate Commerce Commission, as the case may be, is against the petitioner the commission or the Interstate Commerce Commission, as the case may be, may prescribe a reasonable period within which the petitioner shall bring itself into conformity with the provisions of this section, and no suit shall be instituted to enforce the section until the exipiration of such period; PROVIDED FURTHER, That no finding of the Commission or the Interstate Commerce Commission, as the case may be, shall have any force or effect in any suit, civil or criminal, brought under the Act of Congress entitled “An Act to protect trade and commerce against unlawful restraints and monopolies,” approved July second, eighteen hundred and ninety.
SEC. 12. That no corporation having capital stock or shares of capital stock shall engage in commerce among the States or with foreign nations if it hereafter issues or authorizes to be issued any capital stock or shares of capital stock without requiring the same to be paid for in full at par, in money, property, or services, or contrqacted in writing to be so paid for at a fixed time by a responsible subscriber or subscribers.If any such corporation having capital stock or shares of capital stock purposes to accept property or services in payment of any subscription to this stock or shares of capital stock, it shall file with the commission or with the Interstate Commerce Commission, if it be a common carrier corporation, its petition setting forth the stock proposed to be issued and the property or services proposed to be taken in payment of the same, and thereupon the commission or the Interstate Commerce Commission, as the case may be, shall make investigation of the actual value of said property or services and shall certify the same to the said corporation. Whereupon the property or services may be received in payment for said stock or shares of capital stock at the value ascertained and fixed by the Commission or the Interstate Commerce Commission, as the case may be. It shall be unlawful for any corporation having capital stock or shares of capital stock to receive any property or services in payment for stock or shares of capital stock at any greater value than that fixed by the commission or the Interstate Commerce Commission, as the case may be; PROVIDED, That nothing herein contained shall be construed to authorize the acceptance nin payment of any stock or shares of capital stock of any property, services, or thing of value contrary to the laws of the State in which the corporation is organized.
SEC. 13. Sections nine, ten, eleven, and twelve shall apply to all corporations engaged in or affecting commerce, except banks and banking institutions.
SEC. 14. From and after two years after the passage of this bill it shall be unlawful for any common carrier engaged in commerce to enter into any contract for the disposal or acquisition of stocks or bonds or other securities with any other corporation or to sell or lease any property to any other corporation, or to purchase or lease any property from any other corporation if, at the time, there is among the officers or board of directors or other managing board of the common carrier so engaged in commerce any person or persons among the officers or upon the board of directors or other managing board of such other corporation.It shall likewise be unlawful for any common carrier engaged in commerce to enter into any contract for the disposal or acquisition of stocks or bonds or other securities with any person, partnership, or unincorporated banking institution, or to sell or lease any property to any person, paertnership, or unincorporated banking institution, or to purchase or lease any property from any person, partnership, or unincorporated banking institution if, at the time, such person or any member of such partnership or any member of such unincorporated banking institution is one of the officers or one of the board of directors or other managing board of such common carrier so engaged in commerce.
SEC. 15. That any person, copartnership, association, or corporation which shall be injured in his or its business or partnership by any person, copartnership, association, or corporation, by reason of anything forbidden by sections ten, eleven, twelve, or thirteen of this Act, may sue therefor in any district court of the United States in the district in which the defendant resides or is found, without respect to the amount in controversy, and shall recover threefold the damages by him or it sustained, and the cost of suit, including a reasonable attorney’s fee.
SEC. 16. That whenever any suit or proceeding in equity is brought by or on behalf of the United States, under any of the antitrust laws, the statute of limitations in respect of each and every private right of action arising under such antitrust laws, and based in whole or in part on any matter complained of in said suit or proceeding in equity, shall be suspended during the pendency of such suit or proceeding in equity.
SEC. 17. That any suit, action, or proceeding under the antitrust laws against a corporation may be brought not only in the judicial district whereof it is an inhabitant, but also in any district wherein it may be found.
SEC. 18. That subpoenas for witnesses who are required to attend a court of the United States in any judicial district in any case, civil or criminal, arising under this or the antitrust Acts, may run into any other district.
SEC. 19. That whenever a corporation violates any of the provisions of this Act, the offense shall be deemed to be also that of the individual directors, officers, and agents of such corporations authorizing or ordering any of such prohibited acts, and upon conviction thereof they shall be deemed guilty of a misdemeanor and punished by a fine not exceeding $5,000. or imprisonment not exceeding one year, or by both said punishments, in the discretion of thie court.
SEC. 20. That the several district courts of the United States are hereby invested with jurisdiction to prevent and restrain violations of this Act in the manner provided by the Act of July second, eight hundred and ninety, entitled "An act to protect trade and commerce against unlawful restraints and monopolies."
SEC. 21. That nothing contained in this Act shall be construed to prevent or interfere with the Attorney General in enforcing the provisions of the antitrust Acts or the Acts to regulate commerce.
Original Format
Miscellaneous
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Citation
Francis G. Newlands, “Amendment to an Interstate Trade Commission Bill,” [1914], WWP18494, Benjamin Strong Jr. Papers, Woodrow Wilson Presidential Library & Museum, Staunton, Virginia.