Opinion, per JOHNSON, J. viz.: "A public utility or a railroad, ** may, when authorized by order of the commission, and not otherwise, issue stocks, bonds, notes and other evidences of indebtedness, payable at periods of more than twelve months after date thereof, when necessary for the acquisition of property, the construction, completion, extension or improvement of its facilities * or for the reimburse ment of moneys actually expended any of the aforesaid purposes." * for It is said that the commission was not certain whether the guaranty referred to in the application is an evidence of indebtedness, and that this doubt caused the inclusion in the order of the words "in so far far as this commission may grant said authority." A bond is an evidence of indebtedness, and the written guarantee which the New York Central requests authority to make on the bond, to be signed by it, would, if valid, thereby become an evidence of the indebtedness of the applicant on the bond. But the company could not incur any indebtedness, and the commission could not authorize the issuance of any evidence of indebtedness, except of such as the company was legally empowered to create against itself. Such consent would not be necessary as to an evidence of indebtedness for any purpose not named in the above section. For example, by the negotiation and transfer by endorsement of commercial paper taken in the course of its ordinary business operations and not included in the purposes specified in the section above named. The commission is an adminis Opinion, per JOHNSON, J. trative board with supervisory powers which do not extend beyond those granted by statute. It cannot confer corporate power or enable the doing of things beyond the scope of that power. Section 8683, General Code, enacts: "A private corporation may also purchase, or otherwise acquire, and hold shares of stock in other kindred but not competing private corporations, domestic or foreign. This shall not authorize the formation of a trust or combination for the purpose of restricting trade or competition." Section 8684 provides that no corporation shall employ its stocks, means, assets, or other property, directly or indirectly, for any other purpose than to accomplish the legitimate objects of its creation. It was held in Mannington v. Hocking Valley Rd. Co., 183 Fed. Rep., 133, that the provisions of Section 8683, General Code, apply to railroad companies. The limitations and safeguards provided in the sections above referred to are clear and explicit. The company had no authority whatever to purchase the stock in the absence of express statutory provisions, and then only under the circumstances and within the limitations set out in the statute. The applicant company was within its powers in the acquisition and holding of the stock of the T. H. & B. company, provided it did not in doing so violate any of the limitations expressed in Sections 8683 and 8684, General Code. As shown in the statement, the applicant is a consolidated company organized and existing under the laws of the six states named, but we think it Opinion, per JOHNSON, J. clear that the power, rights and duties of the company within the state of Ohio must be determined by the laws of this state. Section 9029, General Code, concerning consolidated companies, provides: "When the agreement is made and perfected, as provided in the next preceding section, and it or a copy thereof filed with the secretary of state, the several companies parties thereto shall be deemed and taken to be one company, possessing within this state all the rights, privileges, and franchises, and subject to all the restrictions, disabilities, and duties, of a railroad company." In Ashley et al. v. Ryan, 49 Ohio St., 504, the court had under consideration the status of a consolidated company. It was there held that the provisions of our statute (Section 176, General Code), requiring the payment of a fee for filing articles of agreement of incorporation, and also of consolidation, apply to articles of agreement of consolidation between an Ohio company and a company or companies of another state. It is said in the opinion, at page 529: "Many difficulties have been suggested, as arising, if a company, formed by the consolidation of an Ohio company with a company of another state, should be held to be a new corporation. * But it seems pretty well settled, upon principle at least, that where formed under co-operative legislation of the different states, it becomes a corporation in each state where its road is located. It is a legal entity residing and doing business in different states, with a status in each, derived from and de Opinion, per JOHNSON, J. The termined by the laws of that state. * stockholders of the company in the other states, must be presumed to know what the Ohio law is in this regard." In Peik v. Chicago & Northwestern Ry. Co., 94 U. S., 164, it is said, at page 177: "In this way, Wisconsin in effect said to the Illinois companies, 'You may consolidate your interest with those of the named companies in this State, and form one corporation in the two States; but, in so doing, you must, in Wisconsin, be subject to our laws.'" In Attorney General v. N. Y., N. H. & H. Rd. Co., 198 Mass., 412, the railroad company was created by charters from Massachusetts and Connecticut, operating a railroad in both states, having the same capital stock to cover its property in both states. It is there said (page 422): "Powers and franchises of a general character, whose effect upon the corporation would not be merely local, but would work changes in its relations to private persons and to the public authority in both States alike, stand differently. It is not easy to maintain that under these statutes there is implied authority to the corporation to receive such powers from either State alone and hold them in such a way that they will have full effect in both States. If any such general powers can be so granted and held without legislative action in both States, it seems plain that they are only such as are not in conflict with the laws or the declared public policy of the State which does not grant them. Massachusetts cannot grant this corporation franchises to be enjoyed and exercised in Connecticut, which are con Opinion, per JOHNSON, J. trary to the laws of Connecticut; for the corporation in each State is a domestic corporation, and as such it is governed by the laws of the State of its creation in all that it does within that State." The fact that the consolidated company is a new corporation does not deprive the various states of their jurisdiction over it nor render it less subject to their laws. Like every other corporation it has its domicile. It is not a corporation at large. Its privileges in each state are those conferred by the laws of that state and its obligations in each state are those created by the laws of that state. The position of the applicant company is that having legally acquired stock in the T. H. & B. company, and having in pursuance of the right of a legally constituted stockholder of that company joined in the purchase of its bonds for the protection of its interests, and the interests of its stockholders, it is, as a necessary incident, authorized in order to "reimburse itself for the money so expended" to sell and guarantee the bonds purchased. By the provisions of Section 9039, General Code, a consolidated railroad company may take, hold, pledge or otherwise dispose of, under such terms as the directors prescribe, the stock and bonds of any other company acquired upon consolidation or received by virtue of any purchase or lease or operating contract. The manifest purpose of this section is to enable the consolidated company to do every proper thing with reference to the "stock and bonds" of any of its constituent companies, |