ADDRESS BY JOSIAH MARVEL. Eso., Before the Students of the Department of FINANCE ann ECONOMY of the UNIvERsITY OF PENNSYLVANIA, May 14th, 1902 DELAWARE _CORPORATIONS. 1902 Published and Distributed by DELAWARE CHARTER GUARANTEE & Trust Co WILMINGTON, DELAWARE. ADVERTISEMENT. THE DELAWARE CHARTER, GUARANTEE & TRUST COMPANY acts in co-operation with mem- bers of the Bar and will assist them in every possible way in securing for their clients the corporate benefits to be obtained under the Delaware law. | It maintains a principal office in Delaware, exhibits the sign, takes charge of the duplicate stock ledger, and performs all other duties that are required to be performed in Delaware by corporations organized under the Dela- ware law and doing business elsewhere. It keeps its clients fully informed of changes in the law, opinions of courts and all other matters of interest regarding the Delaware statute. Copies of the law, blank forms, and full information furnished free on the request of any member of the Bar. i A Sg ae = < hy all Pah, oe at < 7 JOSIAH MARVEL, President Delaware Charter Guarantee and Trust Company. ADDRESS BY JOSIAH MARVEL, Eso., President of DELAWARE CHARTER GuaRANTEE & Trust Company, of Wilmington, Delaware, Before the Students of the Department of FINANCE AND ECONOMY of the UniIveErsiITY OF PENNSYLVANIA, May 14th, 1902. Published and Distributed by DELAWARE CHARTER GUARANTEE W& T Rust Co. WILMINGTON, DELAWARE. LONG DISTANCE TELEPHONE 153. “OUR BUSINESS Ig ——S SS # = SSS oo . \ne ‘NG To your ®Y° At Teal My hate ae et ie oy path oe S 19 FAR Rw an PUBLISHER’S ADVERTISEMENT. By permission of Dr. Frederick A. Cleveland, of the University of Pennsylvania, we publish this address, trusting that the same will be of general interest to members of the bar. The illustrations represent officials, having certain duties under the provisions of our General Corporation Law, arranged in the order in which their duties bring them into connection with a corporation incorporated under our statute. The set of forms referred to by Mr. Marvel, together with a copy of the General Corporation Law of the State of Delaware, will be furnished by us, upon request, free of charge. DELAWARE CHARTER GUARANTEE & TRUST COMPANY. p BOS59 * a OL it Sh Wh ae Cnt cA Nt wn ‘ 4 WN ‘ * 4 Sh Y iN MK Vy My Opus! RCA ALC Rita it) ; Pola, Ae H ui) f Ni ye I yet \ Y ys ins bie Hy i! iN Doig 1 ‘ i ; Nt an) y i Ai ( wi) py ” Hitec tet urit) ‘ i ; TAL: tL ited PTV AVERKE NOW OVaLAIR RUN MAN AREAM uate nts a egal Mile! i yi fae th weil a 4 AHA NG WAG Dreier PR DTW ab Ae Bich Da Te may fe OnUGGH ON mn if AM ara cht ais , may ee oY iN ot the if i) a "i 4) Waa Vey 1 atti al i ia AD aay Reid igi PONS ity ay Oras Were ia) ) horus ss Var e he! Raita ety bene f Say pay his fy aaa Bt Rant Ay gianni ian atin ISO AP aah WA uate ; ‘ CHM AMT DAA Ser Lan Apt) MECN On His ; : Paty Hardly Fh ty ( With POP As ve ; iy hia i UAC Address by JosAH MARVEL, Esoq., President of the Delaware Charter Guarantee & Trust Co. Before the Students of the Department of Finance and Economy of the University of Pennsylvania, May 14, 1902. Gentlemen of the University : I have been asked, by Dr. Cleveland, to speak upon the subject of ‘ Delaware Corporations, and the Method of Incorporating and Organizing Them” —special reference being had to the utilities of a “ Charter, or Corporation Company.” In approaching the subject, it must be taken for granted that you gentlemen are familiar, more or less, with the legal status of Corporations gen- erally, and for detailed information regarding the legal theories pertaining to corporations, you will be referred to the Department of Law of your own University. HOW BUSINESS IS CARRIED ON, Looking about us in the business world, we discover that business is carried on in one of three ways. First—By an individual. Second—By individuals acting together as a partnership. 7 | Third—By a Corporation. The first method was largely used in those times when the details of a single business could be attended to by a single individual, and similar cir- cumstances result in the same methods to-day. Later on, when the scope of business relations broadened and the affairs of a single concern re- quired a capital larger than could be furnished by a single person} and when the details of business grew to proportions too large for a single individual to manage, it was found convenient for two or more individuals to unite their brain and capital in pro- moting and carrying on a single business interest. This business method was termed a partnership, and the adjudication of the rights and liabilities of individuals doing business together in this way gave rise to what is known as “Partnership Law.” While we have no criticism to offer regarding the justness of partnership law as it is laid down in the books, yet business men, conducting their affairs by the means of partnership, came to look upon their liabilities under the law as too burdensome, and for relief they turned to the theories of Corpora- tion Law, which had long been settled but very little used. | CORPORATE ADVANTAGES. There are many distinctions between the duties 6 and liabilities of an individual as a partner and his duties and liabilities as a stockholder in a corpora- tion, and many advantages are urged in behalf of corporate action. These advantages, however, as they appeal to the business man are principally four. LIMITS THE LIABILITY. (J) Asa stockholder, his private estate is re- lieved from the risks and liabilities of the business venture. That is to say, should he be doing busi- ness as an individual, or in association with others as a partner, he is personally bound for all the lia- bilities which are incident to such a business, and no matter whether the amount is large or small, his whole fortune is liable for the obligations of the con- cern. As a stockholder in a corporation, on the other hand, he can invest such amount as he may desire in the venture and secure his certificates of stock therefor, and his risk is limited to the amount of his investment, unless a further liability is im- posed by the statutes of the State where the com- pany is incorporated. NO PARTNERSHIP AGENCY. (2) Corporate action will enable him to secure the aid of business associates without making him- self personally liable for their mistakes as partners. You will understand that by the “Law of Partner- ships” each partner is construed to be the agent of every other partner, and thus each one is bound by the errors or fraud of every other partner, While a 7 business man may ,be inclined to join his funds and ability with the funds and ability of another business man, he may hesitate to make himself liable as a partner; it, therefore, becomes expedient for him to secure the benefit of corporate action, to join his abilities and funds with the abilities and funds of others as stockholders, for the purpose of securing all the benefits arising from a partnership, and at the same time, to relieve himself from partnership lia- bilities. FUNDS SECURED AND CONTROL RE- TAINED. (3) It will enable him to secure funds by issuing stock or bonds, and at the same time retain control of the business affairs of the company. We have already referred to the General Agency of each partner in a partnership, but you must understand that in a corporation there is no agency except that which is specially declared by the Board of Directors. Thus a man who is able to retain a majority of the stock of a corporation, will be enabled to secure the election of a Board of Directors, which will declare such agencies as will protect his interest and con- form to his business judgment. ASSURES STABILITY. (4) By corporate action stability for the busi- ness is assured. The life of a partnership is limited by the life of each partner, but the life of a corpora- tion is limited only by the provisions of the charter 8 J ORNSs GALT Be Ree Lia yee JN & Secretary of State of Delaware, in whose office Certificates of Incorporation are filed. creating the corporation. A corporation exists en- tirely independent of its stockholders and is not affected in any way by their death, insolvency, etc. The owners of the stock may change by sale or by death, but the stock itself remains continuously the same, and the change of ownership affects in no way the continuity of the corporation. WHERE TO INCORPORATE. After considering these advantages our business man and his associates decide to form a corporation for the purpose of carrying on an established busi- ness, or for the purpose of establishing a new enter- prise. The next question which arises is, where to incorporate. It is a matter of regret that this ques- tion should need to be considered at all. There should be such uniformity in the corporation laws of the several States as would cause a man to say, without question, that he would incorporate under the laws of his native State. Yet such is very far from being the case. Each State in its sovereign capacity creates corporations with such restrictions and limitations as it may deem right and proper. It may follow the common law; it may add to the common law; it may abolish the common law. At present there seems to be no power which may question the wisdom of the action of any particular State in this behalf. It would seem, therefore, that before uni- formity can be secured, there must be either concert of action among the States, or an amendment to 9 our Federal Constitution such as will enable us to secure national legislation in the matter. Neither of these actions, however, seems to be near at hand. The first step in settling the question of where to incorporate would be to examine the statutes of the State where the proposed incorporators reside. This occasion will not allow of our giving even passing notice to the statutes of all the States, and if we had the time to give a thorough examination to this matter, we would discover that no State has yet evolved what might be looked upon as a perfect General Corporation Law. Each particular statute would show its own imperfections and shortcomings. We can therefore best answer the ends of this occa- sion by following our proposed incorporators in taking up the statute of the State of Delaware and comparing the same with the statutes of the State where our proposed incorporators may reside. DELAWARE CORPORATIONS. In deciding upon the advisability of incorpo- rating a company under the laws of a particular State, the investigation will mainly consist of an ex- amination of five things. (1) Powers possible. (2) Stockholder’s and director’s liability. (3) Uniformity of policy. 3 (4) Taxation. (5) Initial cost. We will therefore take up the advisability of in- 10 corporating under the law of the State of Delaware with these ends in view. POWERS POSSIBLE. In most of the States the law does not allow any corporate powers to a corporation except those which are inserted in its charter or certificate of incor- poration, and no powers are allowed to be inserted in the charter or certificate of incorporation except those which are expressly given, or necessarily im- plied from those given, in the general law. In Delaware, however, we find just the reverse of this—any corporation may exercise any power which it may desire, by inserting the same in the certificate of incorporation, unless said power is ex- pressly or impliedly forbidden by the statute of the State of Delaware. In other words, the Delaware law enables three persons to legislate into existence —to create—any corporate powers they choose and confer the same upon themselves, unless there is something in the law forbidding the exercise of such powers—and very few things are, in fact, forbidden by the Delaware statute. Among the powers which may be exercised by the Delaware corporation are: First.—It may transact any lawful business in any part of the world. It may go further still and unite any number of lawful business transactions. Thus, one company may engage in mining, manu- facturing, transportation, either by land or by water, trading, dealing in the stock and bonds of other companies with the right of voting thereon while 11 owner thereof, dealing in land, etc. In Pennsyl- vania, Ohio and Illinois, and probably in New York, Indiana, Michigan, Wisconsin and Minnesota, al- though corporations may be formed for most of these purposes, not more than two of these purposes may be joined. Second.—It may have perpetual existence, as the statute prescribes no limit to corporate life, as is done in the States of Michigan, Minnesota, Indiana, Illinois, etc. Third—There is no statutory limit to the assets or liabilities of the corporation, although a limit thereto may be placed in the certificate of incor- poration or in the by-laws. Fourth.—The corporation may hold its stock- holder’s and director’s meetings outside of the State of Delaware, thus avoiding the necessity of having the stockholders come to Delaware once each year to hold the annual meeting, as is the case with New Jersey corporations. It may also keep its corporate books outside of the State, thus enabling the corpora- tion to transact all its business at the point where its business interests are situate (providing an office is maintained within the State of Delaware whereon the name of the company is printed, and within which office is filed a duplicate stock ledger of the corporation). STOCKHOLDERS’ AND DIRECTORS’ LIA- BILITIES. In Delaware there is no stockholders’ liability 12 HON. DELAWARE CLARK, Recorder for New Castle County, in whose office Certificates Incorporation are recorded. of ; ae a WLR Yeo.) \y, other than the common law liability for unpaid sub- scriptions. In New York there is an individual and joint liability of all stockholders to the amount of their stock in favor of the corporate creditors in case of insolvency, until all stock is fully paid. For example, if A has not paid up, and B has, B can be held by creditors for A’s delinquency. In New York, Pennsylvania, Indiana, Michigan and Wis- consin, there is a statutory individual liability for debts due to laborers over, or in addition to, the common law liability, and in Ohio and Minnesota, the stockholders are liable for the debts of the cor- poration equal to the amount of stock held by them, thus creating a double liability, as in the case of stockholders in National Banks. Directors in a Delaware corporation have no personal liability except in case of fraud, or in case of failure to file certain reports. The first-mentioned liability, of course, can attach to no honest director, and the second liability does not attach until after re- quest has been made in writing for the filing of said report. In New York there is an elaborate list of duties imposed upon directors in regard to manage- ment and filing reports which, if neglected, subjects the directors to a liability for the corporate debts in addition to a fine or imprisonment. In IIlinois for false reports they become liable for the damage resulting, and in New York and Minnesota they be- come liable for the debts of the company, and subject to severe penalty or imprisonment. 13 UNIFORMITY OF POLICY. The present corporation law of the State of Delaware has been the result of a conservative, steady and progressive growth. The. character of Delaware legislation pertaining to corporations has. been governed by these characteristics. We could notice here that the sentiment of the people of the State of Delaware is uniformly in favor of the broad and liberal provisions of the General Corporation Law of that State. This sentiment was reflected by the action of the memters of the General Assembly when, at the last two sessions of the Legislature, both the Senate and the House approved of the provisions of the law without a dissenting vote. | Judging the future by our observation of the past, it may be concluded that the corporation law of the State of Delaware will not be subject to any radical changes. The courts of the State have likewise, in their dealings with the rights and lia- bilities of corporations, maintained their well earned reputation for legal ability and conservatism. This. conservatism and regard for precedent was shown in the recent decision of our Court of Chancery, which held that when our Legislature adopted por- tions of the General Corporation Law of New Jersey, it also adopted the rulings of the New Jersey Courts upon these provisions, thus giving the greater portion of the Delaware statute as complete an ad- judication and as long a line of precedent and. 14 & decisions as can be claimed for these provisions in the New Jersey statutes. TAXATION. Professor Wilgus, whom I quote in this discus- sion, reports a New York banker as saying that his corporations were driven out of New York for the reason that “the State of New York has a defi- ciency, and its officials sit up at night to see how they can squeeze more money out of my corpora- tion.” This would seem to be the condition of some other States, and particularly of Pennsylvania, Maryland and Massachusetts. We find also that Ohio, Indiana, Illinois, Michigan, Wisconsin and Minnesota, and Maryland, impose a general property tax upon corporations, requiring the difficult question of valuation to be passed upon by various returning boards. Pennsylvania levies a tax of five mills upon every dollar of valuation of the corporate property, including capital stock, franchise, good-will, earning capacity, etc., and requires very elaborate reports to be made for the purpose of ascertaining these values. Delaware, on the other hand, has a very simple method of levying taxes upon corporations. An annual report is required to be filed with the Secre- tary of State setting forth the amount of capital stock paid in, and a tax of fifty cents per thousand is assessed thereon, this being just one-half of the tax assessed by New Jersey on its corporations and a very small proportion of the tax required in New 15 York, Pennsylvania, Massachusetts and other States. It might be observed also that there is no deficiency in the department of finance of the State of Delaware, and, in fact, an examination of the assets and liabilities of the State shows a very neat surplus. We may also notice that the revenue re- quired to run the State Government is comparatively small. All of which would indicate that any change in taxation would be in the direction of a reduction instead of an increase. s INITIAL COST. One of the principal items of expense of organ- izing a corporation is found to be the item of incor- porating fees, and to show the disparity in respect to statutory fees required to be paid by a company in- corporated with an authorized capital stock of $1,000,000, I cite the amount of said fee in five of the States, as follows: Pennsylvania, ait ore i orooe ae New Yorkya) sae ie en 50) West Virginia. ii.) lee 4. 0,00 New Jersey, sshisiicie feet 200,00 Delaware. si. ue: een 150.00 We will not Ee any of the other States for the reason that we have begun with the State hav- ing the highest fee, and have come down to the State of Delaware, and have included the States in which most corporations are formed. There are other States which have a lower fee, but they are omitted for the reason that the general features of 16 HON. MARTIN B. BURRIS, State Treasurer of Delaware, to whom is paid taxes and fees due from Delaware Corporations. their law are so far inferior to the provisions of the law of the States mentioned, that a comparison would lead to a further discussion of details which are not pertinent to the subject in hand, and it is best that we leave this discussion to the text writers on Corporation Law. ASSISTANCE IN INCORPORATING. ‘We may now take it for granted that our pro- posed incorporators have concluded to incorporate their company under the laws of the State of Dela- ware. Immediately the question will arise as to the agencies to be used in taking the necessary steps for the incorporating and organizing of the company, and maintaining the statutory duties within the State of Delaware thereafter. Right here I would refer to the utilities of the various corporation companies formed in Delaware, for the purpose of assisting non-residents in incor- porating companies under the statutes of that State, and performing the required duties thereaiter. When the General Corporation Law of Dela- ware was enacted, it was discovered that its benefits were being utilized by business men located in other States, many of whom had no business relations in Delaware, and who, therefore, were at a loss to dis- cover the proper agency through which to secure the benefits of the Delaware statute. Charter or corporation companies at once provided themselves with the necessary facilities for transacting the busi- ness which might be required of them, and under the 17 supervision of legal advice prepared, for the sake of convenience, printed forms and directions to be followed by non-resident incorporators, in order that every requirement of the law might be complied with. In this behalf I might say that in the prepara- tion of these blank forms and directions legal advice would necessarily be required for the reason that one of the principles of corporation law is that when in- dividuals desire to incorporate under a general statute they are obliged to follow, specifically, the requirements of the statute, and if they do not do so they are liable to be charged with the liabilities of a partnership and lose all the rights and benefits of in- corporation. HOW TO INCORPORATE. A set of blank forms and directions for the in- corporating and organizing of a company under the Delaware statute has been compiled by the Dela- ware Charter Guarantee and Trust Company of Wilmington. For the sake of convenience we will take up this set of forms and directions and consider the necessity and utility of each in turn. SUBSCRIPTION TO STOCK. “Form No. J,” which is called the “ Subscrip- tion to the capital stock prior to organization,” is used for the purpose of complying with the provisions of the law requiring that the company have subscrip- tions to capital stock amounting to at least $1,000.00, 18 and we will, therefore, have this form signed by Smith, Jones and Brown, our proposed incorporators, who will subscribe to the stock of the proposed cor- poration, to the total amount of $1,000.00 or more. THE CERTIFICATE OF INCORPORATION. This being completed, the next step is to prepare and execute “Form No. 2,” which is called a “ Certificate of Incorporation.” This is an impor- tant paper and is the basis of corporate action. It is the document upon which depends the corpora- tion’s existence and must be prepared with very great care. Everything which is essential to be incorpo- rated in a company’s charter or certificate of incor- poration, which is the same thing under a General Corporation Law, is included in this paper, and ap- propriate blanks have been left for the purpose of being filled in with those provisions, which differ according to the circumstances of each particular corporation. Among the matters to be filled out in this paper is the special object clause which sets out the com- pany’s particular line of business which it intends to promote and carry on. This clause should be very broad so as to cover such special circumstances as may arise in the future. At this point the assistance of a charter company, of the kind of which I have already spoken, is found to be of great help, because of the large number of companies with which it is connected and the forms of special object clauses which may be found upon its files, to suit the cir- 19 cumstance of almost every conceivable business operation. Then must be inserted the total amount of authorized capital stock, etc. Being completed, the paper is signed by Smith, Jones and Brown, who acknowledge the same before any person authorized to take acknowledgments of deeds by the law of the State of Delaware, and the person most used in such cases is a Notary Public. DUTY OF SECRETARY OF STATE AND RECORDER. The certificate of incorporation, being completed according to law, is now sent to the Secretary of State, together with the necessary fees. The Secre- tary of State files the certificate in his office, and makes a certified copy thereof, that is, a copy certi- fied to by him as being correct, which certified copy is then recorded in the office of the Recorder of Deeds. ORGANIZING THE COMPANY. The company is now incorporated and is ready for organization. It is a question of law as to whether a corporation can be organized outside of the State of its creation. In my opinion, every com- pany must be organized within the jurisdiction of the State creating it, for the reason that a corporation can do no act outside of the State of its creation until it has become a full fledged corporation in every re- spect. It is necessary, therefore, for a meeting to be held in Delaware for that purpose. 20 HON. JOHN HUNN, Governor of Delaware, who has certain duties relating to Delaware Corporations. FIRST MEETING. It is necessary that notice of this meeting be given to each of the incorporators, in accordance with the statute, or the incorporators may waive the statutory notice, and agree in writing that the meet- ing shall be held at a certain time and place. For the purpose of complying with the law in this re- spect we use “Form No. 3,” being “ Waiver of Notice of First Meeting of the Incorporators.” It may not be convenient for Smith, Jones and Brown to come to Delaware to hold this first meet- ing. Such being the case, the aforesaid incorporators give a power of attorney or proxy tosome person or persons in Wilmington, who may act in their stead at the first meeting and do all of those things which the incorporators themselves might do if they were present. The utility of the charter company is found here likewise, as it will supply the persons who will serve as proxies for the purpose of holding this meet- ing. This form of proxy is known as “Form No. 4” of the set of forms which we have before us. So on the day agreed upon in the waiver of notice, the proxies for Smith, Jones and Brown meet at the time and place designated, and proceed to organize the corporation. The procedure usually followed in a corporation meeting should be well known to the incorporators and to the proxies, for the purpose of preventing informalities. We find in the set of forms before us “Form No. 7,” which indicates the usual procedure to be followed in holding the first meeting of the company, 21 and by following the directions of this form, the procedure becomes a very simple matter. Following the directions therein given, the proxies proceed to read and accept the charter, and have the same en- tered in full upon the minutes of the meeting. The other papers which have been filed are presented, accepted and directed to be entered upon the minutes. BY-LAWS. It is necessary at this meeting to prepare and adopt a set of By-Laws. This paper is next to the charter in importance, and prescribes the rules and regulations by which the business of the company is governed. We find in the set of forms before us a set of By-Laws, being ‘Form No, 6,” which has been prepared for the purpose of indicating to the incor- porators the statutory requirements in this behalf, with suggestions as to changing and amplifying the same for the purpose of having the rules conform to the necessities of the particular corporation. These By-Laws, you understand, are adopted by the incor- porators acting as stockholders, but provisions are made whereby the directors are authorized to amend the same at any regular meeting upon due notice. BOARD OF DIRECTORS. We now come to probably the most vital point in the organization of the company—the naming of the men who will in the future control the company, that is, the Board of Directors. Under the pro- 22 visions of the Delaware law the incorporators con- trol the management of the company until the directors are elected, but thereafter the directors assume control and the incorporators fall to the rear as stockholders only, or it may be that they will drop out of the company altogether, for the reason that it may be that they have taken the action and pro- cedure herein indicated in behalf of some other persons. It often occurs that some of our business men desire to incorporate a company, but do not desire to be known in the transaction, until they have had an opportunity to secure certain contracts or otherwise. We will assume that this has been the case with the corporation in hand, and that Smith, Jones and Brown are what are known as “straw men,” whose services have been secured for the purpose of taking the action herein indicated. At this point in the organization of the company it therefore becomes necessary for the real parties in interest to come in with the power of taking charge of the company which has been incorporated and to promote its interest. DIRECTORS MUST BE STOCKHOLDERS. Under a provision of the Delaware law, how- ever, it is necessary for each director to own at least three shares of stock. So before the real parties in interest may become elected directors, it is necessary for Smith, Jones and Brown to assign to them a sufficient amount of stock to qualify them in this behalf, and in “Form No. 5,” in the set of forms 23 before us, we find a proper form of assignment of stock to be made. By means of this form our in- corporators assign a portion of or all their subscrip- tions to capital stock, to the real parties in interest, and elect them as directors of the company. The incorporators now being stripped of their authority, which has become lodged in the Board of Directors, have no further business to transact, and thereupon the stockholders’ meeting is adjourned and the directors are the parties to whom we look for further action in behalf of our corporation. ORGANIZATION COMPLETE. These directors, as you notice, have been elected within the State of Delaware, and the company is now organized, with some one in absolute control, and is ready to migrate from its home State and transact business in any other part of the world. So our directors, who may live in Boston, meet after due notice and proceed to elect the officers of the com- pany, provide for contracts to be entered into, and to carry out the purposes and promote the objects for which the company has been incorporated. Here we must leave them. The parties in interest are no longer known as incorporators, but are Officers, Directors and Stockholders. We have followed the action of the incorporators from the discussion of cor- porate benefits to the consummation of the organiza- tion under the statute of the State of Delaware. The rights and liabilities of the parties in interest, from this time on, as already stated, are the rights and liabilities of Officers, Directors and Stockholders, and a discussion of these rights and liabilities will be re- served for another occasion. 24 CHAs. B. Lore, Chiet Justice. JoHN R. NICHOLSON, Chancellor. WILLIAM C. SPRUANCE, Associate Judge. IGNATIUS C, GrRuBB, Associate Judge. JAMES PENNEWILL, Associate Judge. WILLIAM H. Boyce, Associate Judge. THE SUPREME COURT OF DELAWARE. The court of last resort in all litigation regarding corporations in the State of Delaware. oh , " a =" at. ADVERTISEMENT. THE DELAWARE CHARTER, GUARANTEE & TRUST COMPANY acts in co-operation with mem- bers of the Bar and will assist them in every possible way in securing for their clients the corporate benefits to be obtained under the Delaware law. It maintains a principal office in Delaware, exhibits the sign, takes charge of the duplicate stock ledger, and performs all other duties that are required to be performed in Delaware by corporations organized under the Dela- ware law and doing business elsewhere. It keeps its clients fully informed of changes in the law, opinions of courts and all other matters of interest regarding the Delaware statute. Copies of the law, blank forms, and full information furnished free on the request of any member of the Bar.