Music Trade Review
Issue: 1901 Vol. 32 N. 20 - Page 4
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THE MUSIC TRADE REVIEW
TWENTY-SECOND YEAR.
REVIEW
EDWARD LYMAN BILL,
EDITOR AND PROPRIETOR.
J . B. S P I L L A N E , MANAGING EDITOR
THOS. CAMPBELL-COPELAND
WALDO E. LADD
Executive Staff:
GECX W. QUERIPEL
A. J. NICKLIN
PilisM Every Satnrday at 3 East 14th Street, New York.
SUBSCRIPTION (including postage). United States, Mexico
and Canada, $2.00 per year; all other countries, $4.00.
ADVERTISEMENTS, $2.00 per inch, single column, per
insertion. On quarterly or yearly contracts a special.discount
is allowed. Advertising Pages fjo.oo, opposite reading matter,
$75.00.
REJ1ITTANCES, in other than currency form, should be
made payable to Edward Lyman Bill.
Entered at the New York Post Office as Second Class Matter
NEW YORK, MAY 18, 190L
TELEPHONE NUMBER, 1745-E1GHTEENTH STREET.
THE
ARTISTS-
On the first Saturday of each
month The Review contains in its
DEPARTMENT
" Artists'Department" all the cur-
rent musical news. This is effected
without in any way trespassing on the size or ser-
vice of the trade section of the paper. It has a
special circulation, and therefore augments mater-
ially the value of The Review to advertisers.
The directory of piano manu-
facturing firms and corporations
found on page 45 will be of great
value as a reference for dealers and others.
DIRECTORY OF
PIANO
MANUFACTURERS
DIRECTORY OF
ADVERTISERS
A directory of all advertisers
* n The Review will be found on
another page.
EDITORIAL
BALTIMORE NEXT.
1
"T" H E next annual meeting of the' Manu-
facturers' Association occurs in Balti-
more, the third Wednesday in May, 1902.
The keys of the city will be presented and true
Southern hospitality will be accorded. All
of the music men of Baltimore united in a
cordial invitation to the manufacturers to
meet in their city.
A GREAT CONVENTION.
'"T H E music trade gathering in New York
this week has been in many respects
the most interesting and remarkable in many
ways that has ever occurred in this trade,
and as we are fairly familiar with association
matters in other industries, w r e question
whether there has ever been a trade gathering
where such universal interest has been mani-
fested as was apparent at the meetings held
in our city this week.
It is true the music trade industry is small
when compared with such industries as steel
and iron and kindred interests, yet there has
never been to our knowledge, a meeting
wherein there has been such a large percent-
age of a single trade represented, in both the
manufacturing and retailing departments, as
this last piano men's meeting.
That the desire is growing on the part of
manufacturers to .work together on harmo-
nious lines, is clearly evidenced, and while
many men allege that the Association has not
accomplished all that it ought, yet it cannot
be denied that it has won substantial advance
in a number of important matters which
affect to a greater or lesser degree, the fu-
ture welfare of the trr.de industry. It is diffi-
cult and almost impossible to accomplish de-
sirable results on a number of important
trade problems within a given period. Much
has been accomplished, however, and much
remains to be accomplished, and it is only by
working together in harmony that satisfac-
torv results can be reached.
NEW YORK CORPORATION LAWS.
\ \ J E have had instances during the past
year where piano manufacturers, have
exhibited ,a marked preference for business
conducted under partnership regulations ra-
ther than under the laws governing corpora-
tions. Some piano corporations have been
dissolved and re-organized later on a part-
nership basis, a change induced by Xew
York's corporation laws.
In this connection we may say that dur-
ing the legislative session which ended two
weeks ago, the legislature of Xew York
made some modifications in the general cor-
poration law which w r ere significant and im-
portant. One of these was the reduction of
the incorporation tax from one-eighth to
one twentieth of 1 per cent, on the author-
ized capital. The tax which has been im-
posed up to this time was reasonable when
companies were capitalized on the basis of
hundreds or thousands of dollars, but now
that millions are the rule, so great a tax
as that which New York demanded, instead
of bringing revenue to the State, has sent to
New Jersey and other States having more
liberal laws the companies who would have
naturally preferred to have become New
York corporations, because their principal
offices are and must remain in or near Wall
street. New Jersey has especially profited
by the obstinate adherence of New York
to a policy which would have taxed the
United States Steel Corporation $1,442,500
for the privilege of incorporating in New
York. As there was no provision of the
law permitting the State to take its fees in
common stock, such figures were prohibit-
ory, especially as Xew York could offer no
advantages over other States, but imposed
some disadvantages upon home corpora-
tions.
A NOTHER important change in the New
York law relieves directors of the dan-
gerous liability formerly attaching to them
in consequence of the neglect of the officers
of a corporation to file within the time spe-
cified by law the perfunctory annual reports
which were of no value when filed, since it
met the requirements of the statute to declare
that the assets of the corporation were at
least $5 and its liabilities did not exceed
$1,000,000,000. To make the directors of
a corporation individually liable for all its
debts if such a report was not filed with the
Secretary of State and in the County Clerk's
office, by or before a certain day in May
of each year, was a grave injustice, and has
been chiefly used for blackmailing purposes.
Prudent business men have been afraid to
become stockholders, and especially direct-
ors of New York corporations, while such
absurd provisions of the law placed them at
the mercy of negligent secretaries and treas-
urers. The annual report is still required,
but the penalty for not filing it devolves upon
the officer whose duty it is to do so, and
consists in liability to a fine of $50 per day
for each day during which such neglect or
refusal continues after a demand for the
performance of this duty has been made by
a stockholder or creditor. There is no
ground for objection to this provision.
A
NUMBER of other changes have been
made which tend to improve the law
and make it more consonant with modern
business methods and conditions. The most
important of these is the recognition and au-
thorization of the voting trust by agreement
among stockholders.
Such trusts may be
created, to last for five years, and by infer-
ence are renewable for as many successive
periods of five years as may suit the parties
in interest. This is a distinct progress in the
direction of the liberalization of the corpora-
tion laws, and is, we believe, the first formal
authorization of the combination of indus-
tries on the trust plan, which the courts of
most States have held to be contrary to public
policy. There are many conditions in which
the voting trust, unifying the managements
of competing concerns, has distinct and con-
spicuous advantages over the merger of pro-
perties.
This is especially true in cases
where old plants, capitalized above what a
disinterested valuation shows them to be
worth, desire to avail themselves of the bene-
fits of union with concerns which cannot
agree upon any basis of common valuation
in justice to their stockholders. The voting
trust solves this problem easily and naturally.
It has the further advantage that it is at any
time susceptible of dissolution by mutual con-
sent, by the release of any or all the corpora-
tions represented in the voting trust. On the
other hand, it may at any time be changed
from a trust to a merger if such a change
shall appear advantageous.
We incline to
the belief that this important modification of
the New York law will remove the difficulties
from the way of a great many industrial con-
solidations which could not be financed as
mergers, and would not be regarded as offer-
ing an attractive "banking proposition." It
is an interesting commentary on the mutabil-
ity of public opinion that the State which by
prosecution and menace of the nullification of
THE MUSIC TRADE REVIEW
TWENTY-SECOND YEAR.
REVIEW
EDWARD LYMAN BILL,
EDITOR AND PROPRIETOR.
J . B. S P I L L A N E , MANAGING EDITOR
THOS. CAMPBELL-COPELAND
WALDO E. LADD
Executive Staff:
GECX W. QUERIPEL
A. J. NICKLIN
PilisM Every Satnrday at 3 East 14th Street, New York.
SUBSCRIPTION (including postage). United States, Mexico
and Canada, $2.00 per year; all other countries, $4.00.
ADVERTISEMENTS, $2.00 per inch, single column, per
insertion. On quarterly or yearly contracts a special.discount
is allowed. Advertising Pages fjo.oo, opposite reading matter,
$75.00.
REJ1ITTANCES, in other than currency form, should be
made payable to Edward Lyman Bill.
Entered at the New York Post Office as Second Class Matter
NEW YORK, MAY 18, 190L
TELEPHONE NUMBER, 1745-E1GHTEENTH STREET.
THE
ARTISTS-
On the first Saturday of each
month The Review contains in its
DEPARTMENT
" Artists'Department" all the cur-
rent musical news. This is effected
without in any way trespassing on the size or ser-
vice of the trade section of the paper. It has a
special circulation, and therefore augments mater-
ially the value of The Review to advertisers.
The directory of piano manu-
facturing firms and corporations
found on page 45 will be of great
value as a reference for dealers and others.
DIRECTORY OF
PIANO
MANUFACTURERS
DIRECTORY OF
ADVERTISERS
A directory of all advertisers
* n The Review will be found on
another page.
EDITORIAL
BALTIMORE NEXT.
1
"T" H E next annual meeting of the' Manu-
facturers' Association occurs in Balti-
more, the third Wednesday in May, 1902.
The keys of the city will be presented and true
Southern hospitality will be accorded. All
of the music men of Baltimore united in a
cordial invitation to the manufacturers to
meet in their city.
A GREAT CONVENTION.
'"T H E music trade gathering in New York
this week has been in many respects
the most interesting and remarkable in many
ways that has ever occurred in this trade,
and as we are fairly familiar with association
matters in other industries, w r e question
whether there has ever been a trade gathering
where such universal interest has been mani-
fested as was apparent at the meetings held
in our city this week.
It is true the music trade industry is small
when compared with such industries as steel
and iron and kindred interests, yet there has
never been to our knowledge, a meeting
wherein there has been such a large percent-
age of a single trade represented, in both the
manufacturing and retailing departments, as
this last piano men's meeting.
That the desire is growing on the part of
manufacturers to .work together on harmo-
nious lines, is clearly evidenced, and while
many men allege that the Association has not
accomplished all that it ought, yet it cannot
be denied that it has won substantial advance
in a number of important matters which
affect to a greater or lesser degree, the fu-
ture welfare of the trr.de industry. It is diffi-
cult and almost impossible to accomplish de-
sirable results on a number of important
trade problems within a given period. Much
has been accomplished, however, and much
remains to be accomplished, and it is only by
working together in harmony that satisfac-
torv results can be reached.
NEW YORK CORPORATION LAWS.
\ \ J E have had instances during the past
year where piano manufacturers, have
exhibited ,a marked preference for business
conducted under partnership regulations ra-
ther than under the laws governing corpora-
tions. Some piano corporations have been
dissolved and re-organized later on a part-
nership basis, a change induced by Xew
York's corporation laws.
In this connection we may say that dur-
ing the legislative session which ended two
weeks ago, the legislature of Xew York
made some modifications in the general cor-
poration law which w r ere significant and im-
portant. One of these was the reduction of
the incorporation tax from one-eighth to
one twentieth of 1 per cent, on the author-
ized capital. The tax which has been im-
posed up to this time was reasonable when
companies were capitalized on the basis of
hundreds or thousands of dollars, but now
that millions are the rule, so great a tax
as that which New York demanded, instead
of bringing revenue to the State, has sent to
New Jersey and other States having more
liberal laws the companies who would have
naturally preferred to have become New
York corporations, because their principal
offices are and must remain in or near Wall
street. New Jersey has especially profited
by the obstinate adherence of New York
to a policy which would have taxed the
United States Steel Corporation $1,442,500
for the privilege of incorporating in New
York. As there was no provision of the
law permitting the State to take its fees in
common stock, such figures were prohibit-
ory, especially as Xew York could offer no
advantages over other States, but imposed
some disadvantages upon home corpora-
tions.
A NOTHER important change in the New
York law relieves directors of the dan-
gerous liability formerly attaching to them
in consequence of the neglect of the officers
of a corporation to file within the time spe-
cified by law the perfunctory annual reports
which were of no value when filed, since it
met the requirements of the statute to declare
that the assets of the corporation were at
least $5 and its liabilities did not exceed
$1,000,000,000. To make the directors of
a corporation individually liable for all its
debts if such a report was not filed with the
Secretary of State and in the County Clerk's
office, by or before a certain day in May
of each year, was a grave injustice, and has
been chiefly used for blackmailing purposes.
Prudent business men have been afraid to
become stockholders, and especially direct-
ors of New York corporations, while such
absurd provisions of the law placed them at
the mercy of negligent secretaries and treas-
urers. The annual report is still required,
but the penalty for not filing it devolves upon
the officer whose duty it is to do so, and
consists in liability to a fine of $50 per day
for each day during which such neglect or
refusal continues after a demand for the
performance of this duty has been made by
a stockholder or creditor. There is no
ground for objection to this provision.
A
NUMBER of other changes have been
made which tend to improve the law
and make it more consonant with modern
business methods and conditions. The most
important of these is the recognition and au-
thorization of the voting trust by agreement
among stockholders.
Such trusts may be
created, to last for five years, and by infer-
ence are renewable for as many successive
periods of five years as may suit the parties
in interest. This is a distinct progress in the
direction of the liberalization of the corpora-
tion laws, and is, we believe, the first formal
authorization of the combination of indus-
tries on the trust plan, which the courts of
most States have held to be contrary to public
policy. There are many conditions in which
the voting trust, unifying the managements
of competing concerns, has distinct and con-
spicuous advantages over the merger of pro-
perties.
This is especially true in cases
where old plants, capitalized above what a
disinterested valuation shows them to be
worth, desire to avail themselves of the bene-
fits of union with concerns which cannot
agree upon any basis of common valuation
in justice to their stockholders. The voting
trust solves this problem easily and naturally.
It has the further advantage that it is at any
time susceptible of dissolution by mutual con-
sent, by the release of any or all the corpora-
tions represented in the voting trust. On the
other hand, it may at any time be changed
from a trust to a merger if such a change
shall appear advantageous.
We incline to
the belief that this important modification of
the New York law will remove the difficulties
from the way of a great many industrial con-
solidations which could not be financed as
mergers, and would not be regarded as offer-
ing an attractive "banking proposition." It
is an interesting commentary on the mutabil-
ity of public opinion that the State which by
prosecution and menace of the nullification of
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