24 W . G. Langivorthy Taylor 



of the stages of attempt to cure the results of bad theories of 

 paternalism with more paternalism, — of attempts to increase com- 

 petition by regulation of the form of business, rather than (what 

 is the manifest duty of legislation) by simplifying, expediting, 

 and sharpening remedies for wrong doing between man and man. 

 Democratic tenderness at the possibility of offending a citizen 

 who is a voter has played its part in this misdirected legislation, 

 which has erected the corporation as a man of straw which can 

 be clubbed when anything wrong happens, and thereby the sense 

 of justice be appeased for the moment, at least, by the erroneous 

 impression that an evil-doer has been punished. 



The object of legislation should be to recognize a clear dis- 

 tinction between organization for the purposes of production, on 

 the one hand, and individual responsibility on the other. The 

 former should not be allowed to interfere with or to obscure the 

 latter. The fact that the stockholder is removed from responsi- 

 bility should not destroy the amount of personal responsibility 

 to be located somewhere in connection with the enterprise. Some 

 one must always be found who has the full original amount of 

 responsibility. Apparently, the proper person is the corporation 

 officer. Suppose that the corporation officer has small pecuniary 

 interest in the concern and that he has no property : obviously 

 the only way of securing responsibility is by criminal process. 

 No organization for protection should be allowed to stand be- 

 tween the wrong-doer and his punishment. The official who 

 loots the stockholders through the fiction of a corporation, and 

 then of a construction company or similar misuse of the purposes 

 of the corporation form, should not be protected. The courts 

 have been heretofore too much inclined to protect evil-doers of 

 this stripe, not because they were blind to the evil, but because 

 they could not see their way out of the corporation legislation, 

 and because the legal fiction of a corporate person or entity has 

 very naturally, in the minds of men of the legal profession, over- 

 shadowed the plain economic responsibility, which is always to 

 be found in natural persons alone. If, however, they had recog- 

 nized from the first that corporation legislation was strictly for 

 the purpose of production, and that, when it comes to a question 



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