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conserve the future development of such commerce by conserving the natural resources of the Nation.

(2) That the franchises, powers, and privileges of all corporations are derived from the people and are granted by the governments of the States or of the United States as the agents of the people for the public good and general welfare; that to a rapidly increasing and, in many industries, to a dominating extent, commerce with foreign nations and among the several States is carried on through the instrumentality of corporations created by the several States which are without jurisdiction in the field in which such corporations principally operate; that it is the right and duty of the Congress to control and regulate all corporations engaged in such commerce and that to effectuate the policy herein declared it is necessary and proper to provide a national licensing system and a national system of incorporation.

(3) That, as a necessary and integral part of the process of producing commodities for subsequent sale, exchange, transportation, and resale and reexchange in the channels of interstate commerce, corporations engaged in such commerce normally assemble, at their respective places of production within the several States, raw materials and equipment previously purchased and transported in interstate commerce, that such materials are frequently incorporated in and become a part of the commodities produced by such corporations for sale in interstate commerce, and that the investment in such materials and equipment is recouped primarily from profits made on commodities sold in interstate commerce.

(4) That the capital of such corporations is frequently furnished by citizens and residents of many States other than the State from which their corporate existence is derived; that the officers and directors of many such corporations as well as their stockholders are likewise, in many instances, citizens or residents of States other than such parent States; and that such corporations are in truth and in fact instrumentalities of interstate commerce and ought to derive their charters by authority of the Congress.

(5) That such corporations employ a substantial percentage of all labor employed in the production of manufactured goods commonly sold in interstate and foreign commerce; that the wages and salaries paid by such corporations for the production and distribution of such goods constitute a substantial and vital part of the purchasing power which makes interstate and foreign commerce possible; that less than 1 percent of all the corporations making incometax reports have owned and controlled more than 50 percent of all the reported assets of all such corporations; and that such maldistribution of national wealth has prevented the expansion of public purchasing power for consumer's goods, has been a major cause of business depressions, and has had a substantial and directly restrictive effect on interstate and foreign commerce.

(6) That the growth of such corporations and such concentration of wealth in corporate hands has effectively impaired the economic bargaining power of labor employed by such corporations.

(7) That the causes of such maladjustments of wealth have been and are national in their scope and effect and have been found to be beyond the practical or legal ability of the several States to control or eliminate effectively, and that such causes and effects can be effectively controlled or eliminated only through congressional legislation.

(8) That for the purpose of executing and exercising the power granted to the Congress of the United States in the commerce clause of the Constitution of the United States, for the purpose of preventing the channels, facilities, and corporate instrumentalities of interstate commerce from being utilized to promote unfair or monopolistic methods of competition in or relating to such commerce and for the purpose of protecting, fostering, and increasing such commerce to the end that the capacity of the people to purchase commodities sold, exchanged, transported, or delivered in the course thereof may be increased with consequent reduction of unemployment and correction of the maldistribution and concentration of economic wealth and power, it has become and is necessary to regulate the terms and conditions on which corporations may produce and distribute commodities for the purposes of interstate

commerce.

DEFINITIONS

SEC. 2. As used in this Act

(a) "Business" shall mean an entrepreneur, partnership, corporation, association, trust, or any other business unit.

(b) "Commerce" shall mean trade or commerce in all it branches with foreign nations or among the several States or between the District of Columbia and any territory of the United States, and any State, Territory, or foreign nation, or between any insular possession or other places under the jurisdiction of the United States, or between any such possession or place and any State or Territory of the United States and the District of Columbia, or any foreign nation, or within the District of Columbia, or any Territory or insular possession under the jurisdiction of the United States, or with the Indian tribes; the collection of raw materials and equipment in commerce for the production and the production of any article or commodity to enter the flow of, or which affects commercial intercourse with foreign nations or among the several States, or between the District of Columbia and any Territory of the United States and any State, Territory, or foreign nation, or between any insular possession or other places under the jurisdiction of the United States, or between any such possession or place and any State or Territory of the United States and the District of Columbia or any foreign nation, or within the District of Columbia or any foreign nation, or within the District of Columbia or any Territory or insular possession under the jurisdiction of the United States, and with the Indian tribes, and the sale or transportation of any article or commodity so produced in the course of commerce as above defined to retail dealers in any State, Territory, or possession of the United States and the District of Columbia.

(c) "Representative" shall include an individual, group, committee, corporation, or labor organization.

(d) "Books and records" shall include any books, records, correspondence, papers, documents, memoranda, contracts, and other written matter.

(e) "Subsidiary" shall mean any business subject to the direct or indirect actual or legal control of any other business or person, whether by stock company or in any other manner.

(f) "Affiliate" shall mean any person or business who or which has a subsidiary.

(g) "Commission" shall mean the Federal Trade Commission.

SEC. 3. (a) The membership of the Federal Trade Commission is hereby increased from five to nine Commissioners, of whom four shall be appointed, as hereinafter provided, by the President, by and with the advice and consent of the Senate. One of such additional Commissioners shall be appointed from a list of not less than five persons whose names shall be submitted to the President by a recognized national organization of employees, one shall be appointed from a list of not less than five persons whose names shall be submitted to the President by a recognized national organization of employers, and one shall be appointed and designated to represent the consuming public and their successors shall be appointed in the same manner. Each such Commissioner shall receive a salary of $10,000 a year, payable in the same manner as the salaries of the judges of the courts of the United States. Not more than two of such Commissioners shall be members of the same political party. No such Commissioner shall engage in any other business, vocation, or employment, and any such Commissioner may be removed by the President for inefficiency, neglect of duty, or malfeasance in office. The additional Commissioners first appointed shall hold office (as designated by the President at the time of nomination) as follows: One until September 25, 1938, one until September 25, 1939, one until September 25, 1942, and one until September 25, 1943. The term of office of a successor to any such Commissioner shall expire seven years from the date of the expiration of the term for which his predecessor was appointed, except that any Commissioner appointed to fill a vacancy occurring prior to the expiration of the term for which his predecessor was appointed shall be appointed for the remainder of such term. The persons appointed to succeed the three additional Commissioners whose terms expire on September 25, 1938, September 25, 1939, and September 25, 1942, shall be appointed in the same manner as in the case of the additional Commissioners herein provided for.

(b) To effectuate the policy of this Act, the Commission is authorized to establish such agencies, to accept and utilize such voluntary and uncompensated services, and to appoint such employees, and, without regard to the provisions of the civil-service laws, appoint and fix the compensation of such attorneys and special experts, as it may find necessary.

(c) The Commission is authorized to utilize, with the consent of the State, such State and local officers and employees as it may find necessary.

(d) The Commission may delegate any of its functions or powers under this Act to any such agencies, officers, or employees as it may designate or appoint. (e) The Commission is authorized and directed to develop a general program for the coordination, stabilization, and orderly development of the basic industries of the United States and for a more equitable distribution of the earnings of commerce, trade, and industry to those employed therein and to the investor of capital therein, and for that purpose, under rules and regulations which it may prescribe, to summon from time to time a national industrial conference in which employers, employees, the investing public, and the public generally may be represented. There shall be submitted to each session of the Congress, a full report of the recommendations of such conferences and of the activities of the Commission in developing such program.

(f) The Commission is further authorized and directed to investigate the several basic trades and industries of the United States, and from time to time submit to the Congress its findings concerning the general economic conditions prevailing therein, with recommendations for methods of fair competition designed to eliminate unfair trade and labor practices in these several trades and industries.

(g) Whenever the Commission shall find that abuses in the form of low wage scales, contrary to the public interest and to the policy of this Act, exist in the production, manufacture, processing, or distribution of any article or commodity shipped, transported, or delivered in commerce, and that such abuses have not been eliminated through collective bargaining, the Commission may recommend a minimum wage for the lowest paid classes of unskilled labor engaged in the production, manufacture, processing, or distribution of such articles or commodities.

SEC. 4. On and after January 1, 1938, it shall be unlawful for any corporation organized under the laws of any State, Territory, or possession of the United States, or of any foreign country, or for any corporation heretofore or hereafter organized under the laws of the United States or the District of Columbia to engage directly or indirectly in commerce without first having obtained a license therefor from the Commission. This provision shall extend to any person engaged in such commerce if by virtue of any stock ownership, security ownership, advance, loan, trust or trusts, holding company or companies, or any other device or means, direct or indirect, he controls or attempts to control except by participating in a regularly called meeting of stockholders, any corporation engaged in such commerce, and any corporation shall be deemed to be engaged in such commerce if, for the purpose of controlling or influencing the management of any corporation subject to this Act, it owns stock or securities of such corporation, or if by means of any advance, loan, voting trust or trusts, holding company or companies, or any other device or means, direct or indirect, it exercises or attempts to exercise direction or control over a corporation subject to this Act.

SEC. 5. Every license and every charter issued under this Act shall provide (a) That no female employee who performs services approximately equivalent to those performed by male employees shall be discriminated against as to rates of pay or in rights granted or in any other manner.

(b) That (1) no person less than sixteen years of age shall be employed; and that (2) no person less than eighteen years of age shall be employed in a hazardous occupation, or at any other time than between the hours of 7 antemeridian and 7 postmeridian.

(c) That employees shall have the right to self-organization, to form, join, or assist labor organizations, to bargain collectively through representatives of their own choosing, and to engage in concerted activities, for the purpose of collective bargaining or other mutual aid or protection; and that the licensee shall refrain from

(1) Discriminating in regard to hire or tenure of employment or any terms or conditions of employment to encourage or discourage membership in any labor organization: Provided, That nothing in this Act or in any other Act of Congress shall preclude a licensee from making an agreement with a labor organization (not established, maintained, or assisted by any action defined in the National Labor Relations Act, approved July 5, 1935, as an unfair labor practice) requiring as a condition of employment membership therein, if such labor organization is the representative of the employees as provided in section 9 (a) of that Act, in the appropriate collective bargaining unit covered by such an agreement when made.

(2) Interfering with, restraining or coercing employees in the exercise of the rights guaranteed in this subsection.

(3) Dominating or interfering with the formation or administration of any labor organization or contributing financial or other support to it.

(4) Discharging or otherwise discriminating against an employee because he has filed charges or given testimony under the National Labor Relations Act. (5) Refusing to bargain collectively with the representatives of his employees, subject to the provisions of section 9 (a) of the National Labor Relations Act.

(d) That the licensee shall comply with all the provisions of the National Labor Relations Act. In determining compliance with said Act the Commission shall be bound by the findings of fact and conclusions of law of the National Labor Relations Board.

(e) That employers in arriving at rates of pay, hours of work, and other conditions of employment shall exhaust all possibilities of collective bargaining with representatives of recognized organizations of employees. In such collective bargaining licensees shall be guided, but without limitation, by the following fundamental principle and objective of the Act: Rates of pay of employees shall be increased, and hours of work shall be reduced in accordance with gains in the profits and in the productive efficiency of industry arising from increased mechanization, improvements in technological methods, or from other causes, to the end that employees shall have an equitable participation in the value of the output of industry, and that employment and mass-purchasing power may keep pace with the productive accomplishment of industry.

For the purpose of facilitating and rendering such collective bargaining more effective, the Commission is authorized and directed, in accordance with the provisions of section 3 (g), to secure from licensees involved all relevant and detailed data as to production cost, prices, and profits, or as to other questions at issue, for the confidential use of the representatives of the employees and employers.

(f) That dishonest or fraudulent trade practices, or unfair methods of competition which have been so defined in the courts of the United States or established by orders of the Commission made subject to judicial review, may, after notice to the licensee and opportunity for hearing, be prohibited by the Commission.

SEC. 6. (a) In issuing licenses and amendments thereto under this Act the Commission shall prepare a tentative draft of such license or amendment which it shall publish and make available to all interested parties. Thereafter, and before such license or amendment shall become effective, the Commission shall give due notice and afford adequate opportunity to be heard to all interested parties.

(b) The Commission may, in its discretion, issue a blanket license to all businesses engaged in the production, manufacture, processing, or distribution of particular articles or commodities, or groups of articles or commodities. Upon the issuance of any such license each business subject thereto shall be deemed a separate and independent licensee.

(c) Unless otherwise specified in a license every condition contained therein shall become effective immediately upon issuance. The Commission may at the time of the issuance of any license provide therein that any or all of its conditions shall become effective on any date or dates within three months after such issuance.

SEC. 7. It shall be unlawful and an unfair method of competition within the meaning of the Federal Trade Commission Act, approved September 26, 1914, for any corporation engaged in commerce within the purview of this Act to carry on such commerce without conforming to the requirements specified in the licensing conditions stated in section 5 thereof, where the effect in or upon interstate commerce may be to give to corporations not so conforming a substantial advantage in competition with corporations which do so conform.

Whenever the Commission shall have reason to believe that any corporation within the purview of this Act is not conforming to the conditions of fair competition above required, or shall have reason to believe that any article or commodity is being produced, manufactured, processed, or distributed to the retail trade by any person who is not licensed under this Act, in such manner as to interfere with the effective handling of similar articles or commodities by any licensee, or in such manner as to give to the articles or commodities so produced, manufactured, processed, or distributed competitive advantages over similar articles, or commodities handled by licensees, thereby tending to defeat the purposes of this Act by impairing standards of employment and wages established for such licensees, and if it shall appear to the Commission that

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a proceeding by it in respect thereof would be in the interest of the public, it shall issue and serve upon such person a complaint stating its charges in that respect, and containing a notice of a hearing upon the day and at a place therein fixed, at least thirty days after the service of such complaint. person so complained of shall have a right to appear at the place and time so fixed and show cause why an order should not be entered by the Commission subjecting him to the provisions of this Act. Any person may make application, and upon good cause shown may be allowed by the Commission, to intervene and appear in said proceedings by counsel or in person. If upon such hearing the Commission finds that the charges specified in such complaint are supported by evidence it shall issue and cause to be served on such person an order subjecting him to the provisions of this Act. Findings of fact by the Commission, if supported by substantial evidence, shall be conclusive unless it shall clearly appear that the findings of the Commission are arbitrary or capricious. The Commission may at any time, upon such notice and in such manner as it shall deem proper, modify or set aside in whole or in part, any order issued by it under this section, and any such order may, upon petition of the person or persons to whom such order is directed, be reviewed, in the same manner, so far as applicable, as is provided in the case of an order issued by the Commission under section 5 of the Federal Trade Commission Act, as amended. As used in this section, the term "person" includes an individual, a partnership, an association, or a corporation.

REVOCATION OF LICENSES

SEC. 8. (a) If any licensee violates any effective condition of its license the Commission, after due notice and opportunity to be heard, may revoke such license.

(b) The Commission is authorized and directed to investigate any strike, lock-out, or other labor dispute to which any business licensed under the provisions of this Act and any of the employees of such business are parties, during the course of which strike, lock-out, or other labor dispute, police, constabulary, peace officers, militia, or any of the armed forces of any State or Territory or of the United States or subdivision thereof, or the District of Columbia have been called out or summoned to duty; and if the Commission shall find that such business is at fault in said strike, lock-out, or other labor dispute, and has caused, directly or indirectly, such police, constabulary, militia, or other armed forces to protect or escort strikebreakers, it shall be the duty of the Commission immediately to revoke the license of such business.

(c) The Commission may reissue any revoked license upon presentation of satisfactory evidence of the willingness and capacity of the licensee applying for reissuance to comply with the conditions contained in such license, and upon the making of suitable restitution as determined by the commission by such licensee to parties adversely affected by the violation for which the license was revoked.

(d) Any party aggrieved by any action of the Commission in revoking or failing to issue or reissue a license may petition any circuit court of appeals of the United States in the circuit in which said party resides or transacts business for a review of said action of the Commission. A copy of said petition shall forthwith be served upon the Commission and thereupon the aggrieved party shall file in the court a transcript of the entire record in the proceeding, certified by the Commission, including the pleading and testimony upon which the action complained of was based and the findings and order of the Commission. Upon such filing, the court shall have jurisdiction of the proceeding and of the question determined therein, and shall have power to make and enter upon the pleadings, testimony, and proceedings set forth in such transcript a decree affirming, modifying, or setting aside in whole or in part the action of the Commission or directing it to reissue the license revoked. No objection that has not been urged before the Commission shall be considered by the court, unless the failure or neglect to urge such objection shall be excused because of extraordinary circumstances. The findings of the Commission as to the facts, if supported by evidence, shall be conclusive. If either party shall apply to the court for leave to adduce additional evidence and shall show to the satisfaction of the court that such additional evidence is material and that there were reasonable grounds for the failure to adduce such evidence in the hearing before the Commission, the court may order such additional evidence to be taken before the Commission to be made a part of the transcript. The Commission

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