J. MILLARD TAWES, GOVERNOR                          1507

City with respect to the activities of the corporate fiduciaries. I am
constrained to say that in view of this history no change by way of
legislation is needed where both the Bar and the corporate fiduciaries
of this State are fully able to protect the public interest involved,
as they have in the past, by way of voluntary written or unwritten
agreements or understandings.

One could view House Bills Nos. 289 and 690 narrowly as "local
bills". But such a view would be shortsighted and unrealistic. A true
"local bill" is legislation called for by peculiar local conditions. House
Bills Nos. 289 and 690 would affect five of our counties, a substantial
portion of the State. It does not appear that there are peculiar local
conditions, different from those elsewhere in the State, which call
for this legislation in these particular counties. A single trust com-
pany may administer one estate in Worcester County and another in,
say, Dorchester County. Were these bills to become law, the restric-
tions contained in them would be applicable in Worcester County
but not in Dorchester County. Indeed, it might be necessary for the
same estate to be administered both in a county which would be
covered by the bills and in a county which would not. This confusion
would seem to me to be highly undesirable.

The discrimination inherent in these bills also weighs with me.
These bills would prohibit Maryland banks and trust companies from,
using what are commonly called "house counsel" to act for them in
legal matters where that is proper. It is common knowledge that many
corporations in Maryland and throughout the country use "house
counsel". To require that banks and trust companies employ outside
lawyers in every instance in acting within their statutory powers
seems to me to unjustifiably discriminate against banks and trust
companies and to single them out for restrictions not imposed upon
corporations generally. It is also to be noted that these bills do not
impose similar restrictions upon non-corporate fiduciaries acting as
executors and administrators.

House Bills Nos. 289 and 690 were introduced in the General As-
sembly without the sanction of the Legislative Council, to which they
had never been presented. Therefore, so far as I know, no study, offi-
cial or otherwise, has been made of the need, desirability or legality of
these bills. This, despite the fact that the bills concern themselves with
a matter the nature of which is of substantial public interest. One
result of the manner in which these bills came to be enacted is that,
for no apparent reason, the bills themselves differ somewhat from
one another. The restriction in House Bill No. 690, involving Har-
ford, Baltimore, Worcester, and Kent Counties is somewhat different
from that in House Bill No. 289 affecting Talbot County.

Finally, it would appear that the incentive for these bills came
from a recent decision of a lower Connecticut court. The decision
of this lower Connecticut court, which is in conflict with decisions
in other States, is now on appeal and thus should not be regarded
as a basis for the enactment of House Bills Nos. 289 and 690.

The foregoing objections have, therefore, motivated me in return-
ing to you House Bill No. 289 and House Bill No. 690.

Sincerely yours,

(s) J. MILLARD TAWES,

JMT/LS/db                                                                     Governor.