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The Genius

The man who reinvented the corporation (1850-1880)

“An electric brain and cool quiet manner.”
Congressman Albert Riddle, describing
Assistant Secretary of War Tom Scott

Unlike most of the other institutions that shape the human world, the modern corporation did not have a charismatic founder or advocate. In contrast to other realms where the signature of a single mind is clearly imprinted, the corporation lacks the mark of any particular historical personality. There was never a Mohammed to take divine dictation, no Saint Paul to journey forth and establish chapters, no Martin Luther to nail a manifesto to the door of the old establishment, no Jefferson to pen an announcement of freedom.

Or was there?

In the decade following the Civil War, three railroads fed into New York City—the Central, the Pennsylvania, and the Erie. The Central was nicknamed “The Empire” because of the autocratic style of its chairman, Cornelius Vanderbilt. The Pennsylvania was known as “The Republic” because of the close ties between its vice president, Tom Scott, and the Pennsylvania legislature. But it was the notorious Erie, run by a pair of brilliant financiers named Jay Gould and “Diamond” Jim Fisk, that captured the attention of the public. Gould and Fisk ran the Erie from offices in the Opera House Palace on West Twenty-Third Street, “decorated in Oriental splendor of silken hangings, mirrors, rich rugs, marble statuary and carved oaken furniture” and joined by secret passageways to their private houses and stables. From these opulent quarters they launched operettas and musical revues, in addition to a series of stock frauds, takeover intrigues, and monopolistic predations.

In typical American fashion, the public focused on Gould and Fisk’s personal morality and flamboyant excesses, and on the melodrama of their feuds with other railroad barons. But events of far more significance were occurring behind the scenes, engineered by Tom Scott of the Pennsylvania Railroad. To this day, Scott remains an obscure historical figure. He rarely spoke in public and left few written records. Though knownand fearedwithin the railroad industry in his own day, Scott preferred to operate outside the public eye. Perhaps because he never named a university or a foundation after himself, his name has faded into the recesses of nineteenth century history.

The fact that Scott has been forgotten is not as striking as the fact that the significance of his invention is scarcely recognized. We remember Edison for inventing the electric light bulb, Whitney for the cotton gin. But in the end, Scott’s innovation may outrank any other of the nineteenth century. More than any other person, Scott is responsible for the institution that has increasingly dominated the world since the late 1800sthe corporation in its modern incarnation.

To grasp the importance of Scott’s creative accomplishment, it is worth noting for starters that no one saw it coming. Both Adam Smith and Karl Marx failed to predict the reemergence of the corporation as a dominant institution. In Wealth of Nations (1776), Adam Smith saw the corporation as a decrepit and ill-conceived institution, a remnant of medieval privilege that was too prone to mismanagement to be useful for any but a handful of contingencies. In The Communist Manifesto (1848), Karl Marx ignored corporations altogether. Smith was thinking mainly about the situation in Britain, where virtually all the giant trading companies had collapsed by the mid-1700s. For the most part, the Industrial Revolution in England flourished under quite simple institutional forms, mainly family-owned enterprises, partnerships, and unincorporated joint-stock companies.

In America, the corporation had experienced a revival, but as late as 1850 the charter system, a legal containment vessel created by state legislatures to restrain corporate power, appeared to be in good working order. For six decades, the charter system had succeeded in preventing the emergence of politically overbearing corporations like the East India Company. Yet the system was not getting in the way of rapid economic growth.

The fissures that ultimately cracked the containment vessel originated without notice in the back rooms and committee chambers of state capitols during the early 1850s, as lobbyists for the newly emerging railroad corporations began exacting concessions from state legislatures. Scott, a legislative manipulator without peer, was responsible for one such concession, which at the time seemed hardly earth-shattering. It was quite simple: convincing the Pennsylvania legislature to relax the long-standing prohibition against one corporation owning stock in another corporation. Perhaps it is fitting that Scott was a math prodigy in his youth. This inconspicuous changeone corporation owning stock in anotheris something like the introduction of the zero by unknown Arab mathematiciansa minimalist placeholder, but nevertheless a monumental invention.

Tom Scott spent his entire career with the Pennsylvania Railroad. The son of a tavern keeper at a stagecoach stop, he began as a station master in 1850. The charter of the Pennsylvania Railroad, which originally was a state-owned enterprise (in the 1830s, the state supplied the locomotives, private companies the other cars) but later was spun off into private ownership, contained restrictions that were typical of the era. It required that the public have access to the records of the railroad, gave the state the option of buying the railroad entirely if it chose to do so, and specified that the governance of the corporation would take place via a quasi-town meeting every year of stockholder “citizens.” The corporation was prohibited from owning land not directly connected to its business. It was not allowed to conduct any business not specified in the charterwhich limited its ability to creatively expand. Every twenty years it had to return to the legislature for charter renewal.

With so many limitations built into its charter, the notion that the Pennsylvania Railroad might very soon grow into the largest corporation in the world, with transcontinental aspirations, was inconceivable. So was the idea that the Pennsylvania Railroad would politically dominate the state, since opposition to the railroad was widespread. That opposition derived partially from competing transportation interests, especially the immense wagons drawn by six-horse teams that transported goods across the state. Their proprietors held mass meetings along the lines of the turnpikes to protest the introduction of railways, and frequently state legislators were elected solely on the anti-railroad issue. In addition, popular sentiment opposed corporations in principle, tracing partially to the failure of numerous chartered banks during the financial panic of 1837 and again during the panic of 1857.

Early hostility toward the Pennsylvania Railroad also rose out of widespread beliefs that the company had swindled local governments. Some counties had initially helped finance railroad construction by issuing bonds, only to find themselves forced to raise taxes when the Pennsylvania Railroad failed to pay dividends on the bonds. In Allegheny County, the commissioners defied a court order to levy taxes for the payment of interest on the bonds, and the commissioners went to prison for contempt of court.

At the local level, decisions on where to site railroad tracks frequently triggered intense political conflict, since it was clear that the location of railroads would determine the future survival or extinction of whole communities. In Erie, a two-inch difference in the gauges of two connecting tracks made it necessary for passengers and freight trains to leave one train and board another. The community became divided between the “Shanghais,” who favored laying new, standardized tracks, and the “Rippers,” so named because of their practice of repeatedly ripping up the new tracks. Members of the factions ceased all social intercourse and refused to attend church services together. According to one historian, “when the contest had reached white heat, the women of the town turned out in a body and burned a railroad bridge.”

This was the charged climate that Tom Scott encountered when he became the Pennsylvania Railroad’s lobbyist in the state legislature. Scott’s top priority was repealing the tonnage tax levied on the railroad by the state, but his efforts in the legislature were at first unsuccessful: “…public sentiment was so strong against any legislation in favor of corporations that the only reward received was a succession of humiliating defeats.”

To overcome the opposition, Scott used every tool at his disposal. He began by organizing supporters at the individual county level across the state, and followed up by purchasing advertisements in nearly every Pennsylvania newspaper, whether friendly or unfriendly to the railroad. When the legislature convened, Scott was still far short of majority support in either house, and at that point he began making deals, mainly consisting of promises to build railroad lines to provide service to particular communities in return for the support of the local delegation. The proposed legislation used the ingenious device of allowing the railroad to divert taxes owed to the state to the construction of local spur lines. In this way, Scott turned the railroad’s main liability into a political asseta tactic that drew an outraged response from opponents in the legislature. Such tactics were highly effective in swaying individual legislators.

When the tonnage repeal finally came to a vote, all eyes were on the state senate. Scott personally oversaw the debate from a side room in the senate hall. The measure squeaked by on a close vote, but public outrage was immediate and intense. Revocation of the tonnage tax proved disastrous to the legislators who had supported Scott. Democratic leaders used the tonnage tax repeal as a “war cry” to recover political power in the state. In the following election, all but one of the legislators outside Philadelphia who had supported the bill were defeated for reelection. But when the following session of the legislature attempted to undo the repeal, they found that the legislation had been written as a contract between the state and the railroad, and that it could not be repealed without consent from both parties. Scott, anticipating the backlash, had made sure that the measure was it virtually irrevocable.

Outraged legislators opened an investigation into allegations that Scott had used bribes to win repeal. Scott’s allies in the senate made it possible for him to personally select five of the seven members of the investigating committee. Scott succeeded in ducking every effort of the committee to subpoena him to testify. At one point even Abraham Lincoln got involved in the game of cat-and-mouse. When Scott’s allies told President Lincoln that Scott needed to avoid testifying, Lincoln asked Secretary of War Stanton to assist Scott, and Stanton complied by ordering Scott on official business out of harm’s way until the legislature had adjourned for the year.

With the outbreak of the Civil War, Scott was called to Washington to become Assistant Secretary of War, and as Washington scrambled to regroup following the North’s early losses, his mastery of transportation infrastructure and logistics proved an exceptional asset to the North. Scott’s energies were legendary. On one occasion he worked for 36 hours straight “without sleep or rest,” personally telegraphing the instructions to coordinate the movements of troops on every train of the Pennsylvania Railroad west of Harrisburg. On another occasion, he engineered the movement in record time of 23,000 Union soldiers over 1,200 miles of fragmented rail lines in order to shore up vulnerable front line positions.

Scott’s mastery of the railroad infrastructure were a key part of the North’s success in parlaying its coherent system of railroads into a pervasive military advantage against the South, whose fragmented system crippled its ability to supply and deploy its armies. Scott returned to his position with the Pennsylvania no longer a despised manipulator but as “Colonel Scott,” war hero. According to Pennsylvania historian McClure, “For nearly twenty years, beginning with 1860, Scott enjoyed the personal confidence of the leaders of State and nation of every political faith, and neither of the two great parties ever nominated an important State ticket without very full conference with Scott.”

According to historian Matthew Josephson, Scott’s clout in the post-War era grew steadily, transforming the Pennsylvania Railroad into a political juggernaut, “a single force so formidable that the government became its subject rather than its master.”

No longer did Scott have to struggle to achieve passage of desired legislation. “At the bidding of the railroad,” wrote Josephson, “the Pennsylvania legislature passed necessary measures with reasonable speed. When Mr. Scott, according to legend, had ‘no further business’ for the legislature, it would promptly adjourn. Thus all the uncertainties and hazards of democratic institutions, such as an imperialistic industrial organization could not have safely endured, were erased….”

Having gained an unassailable position within Pennsylvania politics, Scott began to look at wider vistas. The war had given him a panoramic view of both the Northern and the Southern railroad infrastructures, and after returning to Pennsylvania he began to map the grand vision that was to shape the remainder of his career. The vision was to forge a nationwide railway system running from New York to Washington, D.C., then south into the heart of the old Confederacy, and finally west along the southern tier of states to California.

Scott recognized that the actual building of the railroad lines was not the real problem. Far more difficult would be the highly charged politics surrounding railroad policy in the states of the former Confederacy. The Southern railroad lines had originally been built largely by slave laborers, under a system where a plantation owner would loan a work group of slaves to a railroad in exchange for a combination of cash and stock. The entire system was a jumble of small, fragmented lines. In contrast to states like Pennsylvania, where railroad interests dominated state governments, economic interests opposed to railroad integration had the upper hand in most Southern states. Historian Scott Reynolds Nelson describes the tangled Southern transportation hubs:

Well into the 1850s, southern railroads were largely adjuncts to canals, rivers, and sailing ships. Legislators wrote charters that prevented railroad officers from forwarding goods to other railroads or steamships. Many charters allowed city councils to define where railroads had right of way and thus allowed town merchants to choose the location of railroad junctions and company wharves. These charter restrictions ensured that gaps between railroads were large enough for merchants to take advantage of breaks in transit.

In order to consolidate this system into a seamless whole, Scott had to win at a complex political game. Not only did he have to politically outmaneuver the transport, warehousing, and merchant interests that benefited from the balkanization of the railroads, but in doing so he also had to conceal the hand of the Pennsylvania Railroad. To reveal that a large Northern railroad was ultimately behind the consolidation of Southern lines would ignite the local suspicions that Yankee capitalists were plotting to colonize the Southern economy. And it wouldn’t take much for determined opponents to block the takeover of a Southern railroad. For example, under the law of North Carolina and the charter of the North Carolina Railroad, any merger involving the North Carolina Railroad had to be approved by a two-thirds majority of both companies’ stockholders and a two-thirds majority in each of the state legislatures.

The solution to the problem was a device that Scott had used earlier in Pennsylvania: the holding company. In that way, Scott would need only to own at most one half of the stock of a companyand possibly even less, depending on the degree to which ownership in a given company was fragmentedin order to have sufficient leverage to choose a majority of directors. He could then dictate policies to the company through its board, standardizing rates, finances, track specifications, and equipment among multiple lines.

In Pennsylvania itself, Scott had already begun purchasing controlling interests in other companies to rapidly expand westward. Historians T. Lloyd Benson and Trina Rossman have described this means of expanding into western Pennsylvania and Ohio as “a complicated spree of leases, stock buyouts, loans, and construction projects involving at least fourteen separate companies. The result was an administrative and financial rat’s nest of unparalleled size.”

The use of the holding company in Pennsylvania had been a basic business device to make expansion cheaper and faster. But as he mapped out his strategy for expanding into the South, it is clear that Scott envisioned the technique as a political tactic. By using a Pennsylvania holding company to buy up Southern lines, he could create an integrated system without the need to secure charters from potentially hostile Southern legislatures.

To lay the groundwork for his Southern thrust, Scott sought and received a charter from the state of Pennsylvania for a corporation that initially was named the Overland Contract Company. To ensure both secrecy and maximum flexibility, he convinced the legislature to drop the usual requirement that charters define the specific activities to be undertaken by a company. Instead, he chartered the Overland Contract Company in 1871 as a general purpose company with the power to revise its own name and charter as needed. Less than two weeks later the directors of the corporation met in New York City, where they changed the name to the Southern Railway Security Company and configured it as a holding company designed to quietly buy up controlling interests in small railroad companies along the desired route of a future north-south line.

The ruse was only partially successfulScott’s Southern-based rivals discovered that, despite the company’s name, the true owners of the Southern Railway Security Company were actually Yankee railroad men and their New York banker partners, and they sought to publicize that information in order to discredit the Southern Railway Security Company and rally Southern opposition. Scott responded by literally buying his own sympathetic pressin city after city across the South, he purchased local newspapers and ordered editors to support his plans. When William Johnston, a prominent legislator and former commissary-general of the Confederacy, wrote a circular attacking Scott’s scheme (“…we shall be unworthy of our sires if we not only quietly submit but seemingly invite the secret power of monopoly to become our master”), Johnston found himself frozen out of newspaper coverage. And when a house committee in Virginia attempted to investigate charges of railroad bribery, even the Richmond press declined to cover the hearings.

Scott responded with similar directness when the Ku Klux Klan began terrorizing crews of black freedmen working to connect the pieces of his railroad system together. Rather than fight the Klan, he simply invited the various wizards and dragons (mainly ex-officers of the Confederate Army) to a lavish oyster dinner, where his lieutenants offered the Klansmen positions on the boards of various subsidiaries.

To speed up the building of track through the hill country of north Georgia, Scott’s managers leased the entire population of the state penitentiary—393 convicts—at no charge. In North Carolina, convicts performed the dangerous work of tunneling through mountain ranges. Many of these workers were former slaves imprisoned for the trumped-up offense known as “theft of services,” i.e. not fulfilling one or another of the provisions of their sharecropper contracts.

During the crisis surrounding the disputed Presidential election of 1876 between Rutherford Hayes and Samuel Tilden, Scott emerged as a key power broker. Although Tilden, the Democratic candidate, appeared to have won by a 250,000-vote margin, the situation in the electoral college was close enough to set off a frenzy of horse-trading for electoral votes.

For months, political and business leaders convened secret meetings, as various parties sought to negotiate a complex set of agreements now known as the Compromise of 1877. According to labor historian Philip Foner, Scott himself made the “actual determination” that Rutherford Hayes would be president. On March 2, 1877, Hayes was riding from Columbus, Ohio, to Washington, D.C., in Scott’s private luxury railroad car when he received the telegram confirming his selection as President of the United States by a commission of five Supreme Court judges and ten Congressmen. The most notorious provision of the deal that put Hayes in the White House was the promise by Hayes that in return for receiving the votes of Southern electors, his administration would withdraw the remaining Federal troops from the South. That withdrawal enabled the old Southern establishment to reestablish itself, opening the door to the creation of the Jim Crow system of sharecropping, racially separated public facilities and services, and black disenfranchisement. Another tenet of the deal provided that Tom Scott’s Texas and Pacific railroad project, connecting the lines of the Southern Railway Security Company to the West Coast, would receive tens of millions of acres of public land and huge federal subsidies.

As it turned out, the Federal troops were needed to quell a massive labor uprising that broke out in the summer of 1877 at the Baltimore & Ohio station in Martinsburg, West Virginia, and quickly spread to the Pennsylvania Railroad. One issue was pay cuts to railroad workers, another was the dangerous use of “doubleheaders”trains with twice the normal number of cars. The strike spread to numerous cities, involving 100,000 workers and shutting down half the nation’s railroad capacity. In St. Louis alone, sixty factories were shut down, and the city was run for a period of time by a committee of strikers. Urging that the strikers be given “a rifle diet for a few days and see how they like that kind of bread,” Scott repeatedly telegraphed President Hayes for troops. The exact death toll from the suppression of the strike is unknown but is estimated at 90 people or more. In the wake of the strike, armories were built in many cities as forts for the national guard in any future uprisings.

That a figure such as Scott would have amassed so much power was precisely what the framers of the American system of government had feared. Scott represented the first generation of a business oligarchy whose power rivaled that of the country’s democratically elected leadership. The abolitionist leader Wendell Phillips allegedly said of Scott that when he “trailed his garments across the country, the members of twenty legislatures trembled like dry leaves in a winter’s wind.”

But it was not the personal power amassed by Scott that makes him an important historical figure. It was his liberation of the corporation from state restrictionsin effect reinventing the corporation as a far more dynamic entity. Prior to the Civil War, corporations were rooted in place, which meant that each was firmly under the control of the state legislature that issued and periodically renewed its charter. No matter what restrictions the state legislature wrote into a corporation’s charter, the corporation had to put up with those restrictions or face charter termination.

What Tom Scott devised was an escape route. Let’s say a company in Missouri didn’t like the restrictions contained in its charter. By having its lawyers incorporate a new corporation in New Jersey, and then selling its stock to the New Jersey corporation, the Missouri company could effectively free itself from Missouri’s jurisdiction without physically moving.

As mundane as that shift might sound, the impact was profound, because once corporations had the ability to shop for the most sympathetic legal venue, they possessed the ability to exert leverage on state legislatures to ease restrictions of other sorts.

Scott was ahead of his time. His innovation of the holding company was not yet legal on a general basis in any state. Even in Pennsylvania, he had only been able to do it by special action by the compliant Pennsylvania legislature. Two decades later, a New York attorney named William Nelson Cromwell succeeded in making Scott’s invention a universal option available to any corporation. In the meantime, industrialists such as John D. Rockefeller tried with mixed success to accomplish the same results using a different mechanism known as the trust. Under this roundabout and legally vulnerable structure, the stockholders of a number of individual corporations exchanged their stock for “trust certificates” controlled by a central board of trustees. The trust allowed a group of companies to operate in concert for purposes of controlling output and setting prices, without technically violating the rules against cross-company ownership.

Tom Scott had also experimented with trusts, but he discovered a drawback of the device: the need for trust, which, as historian Scott Reynolds Nelson notes, “was no guarantee among capitalists.” Nelson recounts Scott’s experience creating a trust with Andrew Carnegie, his one-time protégé:

[O]nly a few months before Scott incorporated the Southern, he had trusted his closest associate Andrew Carnegie in a deal that allowed Scott and Carnegie to take over the Union Pacific. This was a deal not protected by a holding company. After the two men became directors, Carnegie saw the price of the stock skyrocket, and he secretly sold the shares that had been entrusted to him by Scott and the Pennsylvania’s president. Carnegie had been speculating; he assumed he could buy the stock back before the next election of directors at a lower price and make a healthy profit. But enemies of the Scott alliance discovered the sale, bought Carnegie’s stock, called a special meeting of the Union Pacific board, and deposed Scott and Carnegie. This failure was Tom Scott’s most public humiliation.

Another drawback of trusts for businessmen trying to create functional interstate entities was that many states saw the device as a blatant challenge to their authority, and they quickly counterattacked by taking action to dissolve corporations that had joined into trusts. During the 1880s, the attorney general of the state of Louisiana was seeking to revoke the charters to some local cotton oil companies that had put themselves under the control of the Cotton Oil Trust. The main motive of the trust was to gain greater leverage in setting the price for cotton oil, exactly the opposite of the interests of Louisiana’s cotton farmers.

To defend itself, the Cotton Oil Trust hired Cromwell, who copied Tom Scott’s old trick of convincing a willing statein this case Rhode Islandto make a one-time exemption to the general rule against a corporation in one state holding stock in a corporation located in another. This way, the charters of the local companies participating in the Cotton Oil Trust would no longer be subject to dissolution if attacked by the state of Louisiana. The maneuver engineered by Cromwell used an asset transfer rather than a stock transfer, but the effect of frustrating state regulators was identical. As the confrontation between the Louisiana attorney general and the Cotton Oil Trust drew to a climax, Cromwell quietly transferred all the assets of the Louisiana corporations to a newly minted Rhode Island corporation created solely for that purpose. He then announced to the attorney general of Louisiana that the case was moot because the corporations no longer existed.

The trick had worked, but Cromwell didn’t stop with his one-time victory in the Cotton Oil Trust case. Instead, he sent several lawyers connected with his firm to approach the New Jersey legislature; based on their lobbying, the legislature loosened the incorporation statutes so that any corporation chartered in New Jersey could hold stock in any other corporation in America.

Scott died in 1881, so he did not live to see the legislation that made his innovation of the out-of-state holding company become a routine feature of corporate law. The revision of New Jersey’s corporate statutes in 1888 and 1889 immediately made that state the venue of choice for corporations wishing to escape more restrictive regulation in other states. By 1901, 71 percent of all United States corporations with assets of $25 million or greater were using New Jersey as their home base. According to corporate lawyer Charles Bostwick, “[S]o many Trusts and big corporations were paying tribute to the State of New Jersey that the authorities had become greatly perplexed as to what should be done with [its ] surplus revenue... .”

Other states had two choices: either attempt to compete with New Jersey in a “race to the bottom,” or watch locally chartered corporations move their legal home to New Jersey. In 1899, Delaware followed New Jersey, and when Governor Woodrow Wilson tightened the New Jersey law in 1913, Delaware pulled ahead as the corporate venue of choice, a position it retains to this day. A half-dozen other states followed New Jersey and Delaware to relax their corporate statutes. Observing the wreckage to state authority over corporations, journalist Lincoln Steffens dubbed New Jersey “the traitor state.” By making it easy for corporations to hold stock in other corporations, New Jersey’s law opened the door for a huge wave of acquisitions, particularly during the period 1897 to 1903. During that six-year span of time, a dramatic transformation of the American business landscape took place. Some 2,650 separate firms disappeared into larger corporate entities, as industry after industry became dominated by a handful of immense, politically powerful corporations incorporated in states with corporate-friendly statutes. By 1903, some 250 large corporations had emerged as dominant. Such entities as International Paper (1898), National Sugar Refining Company (1900), U.S. Steel (1901), and International Harvester (1902) were all formed in this period by merging smaller companies into large corporations. In 1890, the aggregate amount of capital in publicly traded companies was a mere $33 million; in 1903, it surpassed $7 billion. Industry after industry had seen a remarkable concentration of market share. U.S. Steel controlled 62 percent of the steelmarket, International Harvester controlled 85 percent of the agricultural implement market, American Can Company controlled 90 percent of the can market, etc. In a remarkably short span of time, the structure of the American economy had radically changed.

The effects of the legal revolution that had disassembled the “containment vessel” for corporate powerthe state-issued chartercould now be seen. In its place, the law now provided a suit of protective armor. Instead of protecting democracy from corporate power, the legal system now shielded corporations from legislative power.

Just as the legal system was bent, little by little, to accommodate the needs of the corporation, American culture also shifted as well, often in ways that seemed perfectly harmless, but that often affected the most fundamental gestures and rhythms of daily life. Consider this: even the standardized time that we set our clocks by is a corporate product, created in 1883. Prior to that year, every city and town in the United States established its own time. Meanwhile, every railroad company internally synchronized its own train schedules. As historian Alan Trachtenberg described the situation, “By early 1883 there were about fifty such distinct universes of time, each streaming on wheels through the countryside, oblivious of the others.”

Standardization into four continental time zones came neither from an act of Congress nor from an executive order by the President, but rather from a joint decision by the country’s railroad corporations. Precisely at noon on November 18, 1883, synchronized by telegraph, all the railroad stations in the country set their clocks according to four standardized zones. There was scattered resistance, especially, for reasons unknown, among the clergy. One minister exhorted his congregation to follow “God’s timenot Vanderbilt’s.” In Tennessee a preacher punctuated that point by taking out a hammer and smashing his watch on the pulpit. But most people accepted the change quite readily, setting their clocks by railroad time and going on with their lives. Time zones, of course, are harmless. Yet the episode feels vaguely creepyor maybe funny, it’s hard to telllike a sort of dadaist coup. The message seems to be, “You can keep your silly democracy. But don’t forget: we own the clocks!”

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