"FEB. _10, 1860_.
"MY DEAR SIR,--It being designed, if possible, to provide for a
reorganization of the Pittsburg, F. W. and Chicago R. R. Co. during
the present year, such legislation as is necessary should be obtained
at the present sessions of the Legislatures of Penn. and Ohio. That
would be expedient even if we were to wait for legislation in Indiana
and Illinois until next winter. But I do not think it is necessary so
to wait. I suppose that a corporation created by one of the States in
which the road is situate, if endowed by the law of its creation with
the capacity to exercise its functions in the other States, may hold
and operate the road in those States if the sovereigns there will allow
it to do so. I suppose that express permission is not necessary. It may
do so on the principle of comity, unless prohibited by the legislation
or declared public policy of those States. It may still be prudent to
get the assent of those States declared legislatively. The act which
governs the constitution of the corporation may be obtained in Penn.
That will avoid any question as to the operation of the clause of
your constitution imposing a personal liability upon stockholders. In
Indiana there is a general law adequate to enable us to reorganize a
corporation of that State. Its Legislature, like that of Illinois, does
not meet till next year. There is nothing in the statutes or decisions
of Illinois to prevent a corporation of Penn. or Indiana from holding
and operating a railroad in Illinois. I presume there is not in Ohio,
but that I have not investigated, as it is wiser to have an act of
recognition. In Penn. the statutes of _mortmain_ exist by judicial
adoption, and no foreign corporation can hold real estate there without
express permission.
"We propose, then, immediately to get what we can, viz., a parent act
from Penn. and an act of recognition from Ohio.
"The act for Penn. was finally agreed upon between Mr. Campbell and me
yesterday, and was taken by Mr. Ogden to Mr. Cass to be passed. I will
send you a copy as soon as I get one.
"I have drawn and send herewith what I deem to be a suggestion towards
the bill proper to be passed by your Legislature.
"There may be a disposition to add some provision bringing the
corporation under the jurisdiction of Ohio. You must be careful that
nothing of this kind is done in such general terms as to bring the
stockholders under the operation of your Constitution or laws as to
personal liability.
"I would like to have you revise this bill and put it in motion. We
must rely on you and Judge Thompson to have it passed. It would be
prudent to urge it forward as fast as possible.
"I enclose some passages cut from my points in a recent case, which
touch on the questions I have alluded to.
"It is very desirable that Mr. Stansbery's bill, converted into
a general form, or some other bill applicable to all railroad
corporations in your State needing reconstruction, should pass. I trust
you and Thurman will aid in effecting such a result. There are plenty
more of cases needing your doctoring. I regret that I must write in so
much haste. I have to leave here in half an hour, having just returned
from Phil.
"Mr. Ogden is to-day in Pittsburg with authority to have a settlement
effected if it can be.
"Do me the favor to let me have your views as soon as possible.
Truly,
"S. J. TILDEN."