Friday, June 20, 2008

James Dill: Corporation Law without Regret

James Brooks Dill (1854-1910) was born in Spencerport, New York, moved at the age of four to Chicago with his father (a Congregational minister) and his mother. After his father died in battle during the Civil War, the family moved to his mother’s hometown, New Haven. He was well-educated (studies at Oberlin and Yale), apprenticed in the law under a well-regarded Philadelphia lawyer while teaching school, became an instructor in Latin and mathematics, and graduated second in his class from New York University’s night law school in 1878. At first he supplemented his legal income by working as a journalist for two New York City papers. Then a widely noted triumph, in which he saved his client, the director of a bankrupt company, from a potentially ruinous judgment, brought other corporate officials to his door. His first publication was a pamphlet, The Advantages of Business Corporations. Photo credit.

Dill maintained a beautiful home in East Orange, New Jersey. “Upon being consulted by the governor of New Jersey as to the best way to increase the financial resources of the state,” a biographer writes, “Dill suggested the liberalizing of the corporation laws.” New Jersey’s corporation statute of 1889, which he drafted, made the Garden State the first choice for businesses seeking to incorporate without the nuisance of restrictions in their charters or the oversight of busybody state attorneys general. (Delaware would later pass New Jersey in the “race to the bottom.”) When the muckraking journalist Lincoln Steffens (pictured at right) interviewed Dill for a story on the financial irregularities that had flourished under New Jersey’s corporation act, he was surprised when the lawyer volunteered stories of corporate malfeasance unsuspected by the worldly journalist. After Steffens’s story appeared, Dill revealed his intentions. “You thought the things you were describing were dreadful,” Dill explained, “but I knew that to a lot of business men they would look mighty inviting. I was advertising my wares and the business of my state.”

He crowed about his financial success. “Law is a business,” he told the Law Student’s Helper in 1900, “and if a young man wants to practice it, the sooner he makes up his mind to do so with an eye single to some particular branch of it, the better lawyer he will become.... Some years ago I wanted to practice [corporation] law. My two partners would not consent. We separated. They are doing a business of about $6,000 per year each, while I am doing ten times as much or more.”

Dill explained his approach to the practice of law in the Albany Law Journal in 1903:
The man essaying to be a successful corporation lawyer, whose ability was limited to telling people what they could not do, he said, would find himself a failure; the successful corporation lawyer must not be a negative man, but a positive and affirmative man, not only showing the way to accomplish a business purpose, but often leading the way.
“While [his] straightforward lopping off of professional scruples may have allowed Dill to rise more easily in the business world,” wrote the historian Samuel Haber, “it cut him off from a good part of the legal profession. Despite his celebrity and financial success, he was never elected to a position of honor or authority in a professional association.” The slight did not seem to trouble Dill, however, who dismissed the high-toned Association of the Bar of the City of New York with the remark that what was needed was “not more polish on the blade, but more temper in the steel.”

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Elizabeth Ann Schiller said...
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