boston stock exchange state tax argued november decided january new york statute imposing transfer tax securities transactions part transaction occurs new york amended transactions involving sale taxed heavily transactions involving sale within state amendment provides two deviations prior uniform application statute transaction involving sale transfer shares new york taxed transaction involving transfer sale transactions nonresidents new york afforded reduction tax rate transaction involves sale total tax liability taxpayer resident nonresident limited single transaction involves new york sale purpose amendment provide relief competitive disadvantage thought created transfer tax new york stock exchanges exchanges appellant regional stock exchanges brought action state appellee state tax commission members challenging constitutionality amendment commerce clause trial denied commission motion dismiss appeal amendment declared constitutional held amendment discriminates interstate commerce violation commerce clause pp state consistent commerce clause may impose tax discriminates interstate commerce providing direct commercial advantage local business northwestern cement minnesota imposes greater tax liability sales sales transfer tax amended falls short substantially evenhanded treatment demanded commerce clause extra tax burden sales neither compensating like burden sales neutralizing economic advantage previously enjoyed appellant exchanges result unamended statute pp diversion interstate commerce diminution free competition securities sales created amendment wholly inconsistent free trade purpose commerce clause respect residents discriminatory burden maximum tax sales promotes intrastate transactions expense interstate commerce exchanges respect nonresidents maximum tax rate reduction provisions discriminate sales fact discrimination favor nonresident sales may also considered interstate commerce save amendment commerce clause restrictions pp white delivered opinion unanimous roger pascal argued cause appellants briefs milton cohen robert bush assistant attorney general new york argued cause appellees brief louis lefkowitz attorney general ruth kessler toch solicitor general justice white delivered opinion case asked decide constitutionality recent amendment new york state longstanding tax securities transactions since new york imposed tax transfer tax securities transactions part transaction occurs within state state legislature amended transfer tax statute transactions involving sale taxed heavily transactions involving sale within state appellants six regional stock exchanges located outside new york filed action state state tax commission new york members exchanges complaint alleged amendment unconstitutionally discriminates commerce imposing greater tax burden securities transactions involving sales transactions magnitude involving sales state denied commission motion dismiss action commission appealed appellate division reversed ordered commission motion granted extent entering judgment declaring amendment constitutional app div new york appeals affirmed order noted probable jurisdiction exchanges appeal new york tax law mckinney provides sales agreements sell memoranda sales deliveries transfers shares certificates stock foreign domestic corporation subject transfer tax administrative regulations promulgated respect transfer tax provide tax applies one five taxable events occurs within new york regardless rest transaction takes place one taxable event occurs state one tax payable entire transaction transactions involving sales rate tax depends selling price per share total tax liability determined number shares sold tax law mckinney thus unamended version transaction involving sale transfer shares new york taxed transaction involving transfer sale instances occasion tax occurrence least one taxable event state rate tax based solely price securities total tax determined number shares sold exchanges challenge constitutionality none appellant exchanges located taxes sale transfer securities new york stock exchange became concerned new york transfer tax created competitive disadvantage new york trading thus responsible growth exchanges response concern fearful new york stock exchange relocate outside new york legislature enacted amend transfer tax providing two deviations uniform application one taxable events sale takes place new york first transactions nonresidents new york afforded reduction nonresident reduction rate tax transaction involves sale taxable transactions residents regardless sale made nonresidents selling outside state benefit rate decrease second limits total tax liability taxpayer resident nonresident maximum tax single transaction involves new york sale sale made tax rate applies transfer taxable event without limitation reason enactment intended effect amendment clear legislative history respect amendment legislature found securities industry particularly stock exchanges located within state contributed importantly economy state recognition financial center world growth exchanges regions country diversion business exchanges individuals nonresidents state new york requires recognition tax transfers stock imposed article twelve tax law important contributing element diversion sales areas detriment economy state furthermore case transactions involving large blocks stock recognition must given ease completion sales outside state new york without payment tax order encourage effecting nonresidents state new york sales within state new york retention within state new york sales involving large blocks stock separate classification tax sales nonresidents state new york maximum tax certain large block sales desirable laws appellant exchanges contend legislative history explicitly implicit operation amendment imposes unequal tax burden sales order protect business argue discrimination impermissible commerce clause appellees dispute statements legislature governor measure reduce competition business agree however holding appeals legislature chosen nondiscriminatory therefore constitutionally permissible means encouraging sales new york stock exchange hold discriminates interstate commerce violation commerce clause ii great tea cottrell begin principle purpose commerce clause create area free trade among several mcleod dilworth established beyond dispute commerce clause merely authorization congress enact laws protection encouragement commerce among force created area trade free interference commerce clause even without implementing legislation congress limitation upon power freeman hewit commerce clause however eclipse reserved power tax support governments gibbons ogden wheat purposes cf sanchez rather clause limit state power defining limit continuing task various occasions called upon make delicate adjustment national interest free open trade legitimate interest individual exercising taxing powers counseled result turns unique characteristics statute issue particular circumstances case freeman hewit supra approach left much room controversy confusion little way precise guides exercise indispensable power taxation northwestern portland cement minnesota nevertheless observed justice clark case cited rom quagmire emerge firm peaks decision remain unquestioned among fundamental principle find dispositive case us state consistent commerce clause may impose tax discriminates interstate commerce providing direct commercial advantage local business ibid see also halliburton oil well reily nippert richmond darnell son memphis guy baltimore welton missouri prohibition discriminatory treatment interstate commerce follows inexorably basic purpose clause permitting individual enact laws favor local enterprises expense businesses invite multiplication preferential trade areas destructive free trade clause protects dean milk madison although apparently accepting teaching prior cases appeals seemed view compensatory legislation enacted neutralize competitive advantage conferred stock exchanges outside new york thus analogized new york statute state use taxes survived commerce clause challenges statute support characterization prior amendment new york transfer tax neutral sales transfer delivery securities triggered tax burden fell equally transactions regardless situs sale thus choice exchange sale securities transferred delivered new york influenced transfer tax wherever sale made tax liability arise flow commerce securities channeled neither new york state tax section upset equilibrium amendment took effect nonresident contemplating sale securities delivered transferred new york faced two possible tax burdens elected sell exchange higher rates applied without limitation total tax liability sold securities new york exchange rate applied tax liability similarly residents engaging large block transactions new york exchanges subject maximum tax levy sold tax bill limited number shares sold thus choice exchange nonresidents residents engaging large transactions made solely basis nontax criteria delivery transfer new york seller escape tax liability selling state substantially reduce liability selling state obvious effect tax extend financial advantage sales new york exchanges expense regional exchanges rather compensating new york supposed competitive disadvantage resulting amendment forecloses decisions creates advantage exchanges new york discriminatory burden commerce sister equal treatment interstate commerce lacking common theme running cases sustained compensating state use taxes henneford silas mason washington imposed sales tax goods sold retail state since sales tax effect encouraging residents purchase stores washington also imposed compensating tax use goods within state use tax apply however article already subjected tax equal greater effect constitutional tax system nondiscriminatory treatment purchases equality exists chattel subjected use tax bought another state carried washington exists imported chattel shipped state origin order received directly state destination situation burden borne owner balanced equal burden sale strictly local imposes greater tax liability sales sales new york transfer tax amended falls short substantially treatment demanded commerce clause extra tax burden sales created new york appeals holds neither compensates like burden sales neutralizes economic advantage previously enjoyed appellant exchanges iii attempted save invalidation commerce clause finding effect amendment might sales residents nonresidents amount unconstitutional discrimination new york residents found higher tax large sales practical effect since likely sale made new york exchange event discriminatory tax burden sales nonresidents observed new york sales nonresidents also involve interstate commerce discriminate interstate commerce favor intrastate commerce rather discriminates two kinds interstate transactions ibid although state appeals apparently believed discrimination permissible commerce clause disagree appeals respect residents nonresidents maximum tax discrimination sales residents triggered taxed transaction involves substantial number shares investors institutional individual engaging transactions expected choose exchange basis services prices market conditions rather geographical proximity even small difference price either securities sales services large sale provide substantial enough additional profit outweigh whatever additional transaction costs might incurred trading exchange new york legislature legislative findings connection recognized securities transactions residents conducted new york exchanges therefore considered amendment necessary retain within state new york sales involving large blocks stock appeals assumed likely residents sell new york reason legislature reduce tax burden sales residents order retain sales new york discriminatory burden maximum tax insubstantial transaction shares selling example tax sale maximum sale taxed disparity two taxes increases number shares sold large tax penalty trading markets deemed practical effect interstate commerce maximum tax rate reduction provisions discriminate sales nonresidents fact discrimination favor nonresident sales may also considered interstate commerce see freeman hewit save restrictions commerce clause state may use discriminatory taxes assure nonresidents direct commerce businesses within state assure residents trade intrastate commerce stated outset fundamental purpose clause assure free trade among several free trade purpose confined freedom trade one state freedom trade state engage commerce across state boundaries prior occasion expressly address question whether state may tax manner discriminates two types interstate transactions order favor local commercial interests businesses clear import commerce clause cases discrimination constitutionally impermissible guy baltimore held state consistent commerce clause may build domestic commerce means unequal oppressive burdens upon industry business baldwin seelig new york prohibited regulating price milk purchases effect regulation suppress mitigate consequences competition recently noted viewed particular suspicion state statutes requiring business operations performed home state efficiently performed elsewhere even state pursuing clearly legitimate local interest particular burden commerce declared virtually per se illegal pike bruce church cf halliburton oil well reily although statutes issue cases primary effect prohibiting discriminatorily burdening resident purchase goods services constitutional policy free trade competition led demise equally fatal new york transfer tax new york discriminatory treatment sales made possible taxable event transfer delivery agreement sell takes place state thus state using power tax operation means requiring business operations performed home state consequence flow securities sales diverted economically efficient channels directed new york diversion interstate commerce diminution free competition securities sales wholly inconsistent free trade purpose commerce clause iv decision today prevent structuring tax systems encourage growth development intrastate commerce industry hold state may compete share interstate commerce competition lies heart free trade policy hold process competition state may discriminatorily tax products manufactured business operations performed state judgment new york appeals reversed case remanded proceedings inconsistent opinion ordered footnotes courts exchanges also contended amendment transfer tax unconstitutional privileges immunities clause art iv equal protection clause fourteenth amendment brought claims address commission motion dismiss based three grounds state lacked jurisdiction exchanges standing question constitutionality statute complaint failed state cause action three state courts agreed jurisdiction standing appellate division appeals dismissed complaint merits statute constitutional agree course state courts general jurisdiction power decide cases involving federal constitutional rights neither constitution statute withdraws jurisdiction also agree exchanges standing test data processing service camp appellants complaint alleged substantial portion transactions exchanges involved securities subject new york transfer tax higher tax sales securities diverted business facilities exchanges new york diversion express purpose challenged statute see infra nn allegation establishes statute caused injury fact case controversy exists exchanges asserting right commerce clause engage interstate commerce free discriminatory taxes business allege transfer tax indirectly infringes right thus arguably within zone interests protected constitutional guarantee question moreover exchanges brought action also behalf members association may standing solely representative members allege members one suffering immediate threatened injury result challenged action sort make justiciable case members brought suit warth seldin see also national motor freight assn naacp alabama exchanges complaint alleged members traded accounts securities subject new york transfer tax members therefore suffer actual injury within zone interests protected commerce clause exchanges satisfy requirements representational standing decision new york appeals case federal securities acts amendments became effective amendment provides state may tax change beneficial record ownership securities change effected facilities registered clearing house registered transfer agent unless change otherwise taxable facilities physically located taxing state stat amending securities exchange act supp transfer agent defined amendments stat amending securities exchange act supp although senate committee unclear whether new york transfer tax reached changes ownership senate report amendments indicates directed new york transfer tax particular general similar taxes considered see tax law mckinney supp december counsel new york state department taxation finance issued opinion amendments limited types taxable events covered sole event new york state delivery transfer registered clearing agency registered transfer agent terms defined securities exchange act stock transfer tax due owing december however sale agreement sell memorandum sale delivery transfer takes place new york state stock transfer tax due owing thereon must paid cch tax rates provided range cents per share sale price security less highest rate cents per share price sale involved gift rate constant cents per share recent years surcharge added transfer taxes tax law mckinney supp shortly first enacted new york transfer tax upheld challenge fourteenth amendment new york ex rel hatch reardon writ error hatch challenge constitutionality statute commerce clause parties argued issue response arguments justice holmes observed particular transaction involved intrastate therefore tax applied party implicate commerce clause question whether statute fall also applied interstate transactions found seller lacked standing raise claim commerce clause question thus left undecided years later new york appeals held decision transfer tax violate commerce clause state challenge tax levy upon agreement sale shares stock sold delivered across state lines state expressly noted tax applied state tax discrimination practiced interstate commerce absence discrimination tax held undue burden commerce public statement proposed amendment president new york stock exchange explained competitive problems organization urged transfer tax amended help solve stock transfer tax subject extensive study city state securities industry studies indicate new york securities markets experienced increasing competitive problems recent years regional stock exchanges located san francisco los angeles chicago detroit philadelphia boston share trading exchanges new york stock exchange listed securities volume trading regional exchanges increased regional cross volume transaction regional exchange broker finds buyer seller increased indicates loss business new york markets regionals volume continues grow snowball effect develops become competitive able take business away new york loss business new york securities markets also means loss stock transfer tax revenue new york city however existing law amended way ease competitive disadvantage tax new york securities markets still preserve revenue tax competitive problems particularly acute two areas investors large block transactions statement robert haack mar exchanges challenge new york authority tax residents greater amount nonresidents long extent tax burden depend sale nonresident reduction maximum tax initially involved smaller disparity sales gap gradually increased current rates took effect july relevant provisions tax law mckinney supp follows notwithstanding provisions section two hundred seventy chapter july first nineteen hundred rates tax set forth paragraph subdivision maximum amounts tax set forth subdivision two section shall apply case sales made within state subject tax section two hundred seventy described paragraph subdivision subdivision two section sales nonresident periods set forth following table rates tax shall percentages set forth table rates tax provided section two hundred seventy article percentage rates tax provided section two hundred seventy period article july june july june july june july june july thereafter sale made within state subject tax imposed chapter relates shares certificates class issued issuer amount tax upon single taxable sale shall exceed period beginning july first nineteen hundred ending june thirtieth nineteen hundred seventy sum two thousand five hundred dollars period beginning july first nineteen hundred seventy ending june thirtieth nineteen hundred sum one thousand two hundred fifty dollars period beginning july first nineteen hundred ending june thirtieth nineteen hundred sum seven hundred fifty dollars period beginning july first nineteen hundred ending june thirtieth nineteen hundred sum five hundred dollars july first nineteen hundred sum three hundred fifty dollars provided however sales made within state member securities exchange registered dealer permitted required pursuant rules regulations promulgated tax commission pursuant provisions section two hundred chapter pay taxes imposed article without use stamps prescribed article pursuant one orders placed member securities exchange registered dealer one day person relating shares certificates class issued issuer sales executed day regardless whether day placing orders shall purposes subdivision two considered constitute single taxable sale memorandum approval transfer tax amendment governor rockefeller explained changing competitive patterns securities industry acknowledged response changes since stock transfer tax enacted far reaching changes securities industry stock transfer tax revised keep pace changes securities industry grown essentially new york industry one national international scope bulk stock transfers still funnels new york twelve percent nation investors located state time competition new york markets heightened rise regional stock exchanges located outside state percent trading securities listed new york stock exchange development modern telecommunications electronic computer systems course greatly expanded capacity regional exchanges challenge new york exchanges business bill recognizes changing character securities industry importance continued presence strength future economic prosperity state provide relief competitive pressures outside state result adoption revisions stock transfer tax contained bill new york stock exchange announced intends remain expand new york studying sites new exchange building downtown manhattan public papers governor nelson rockefeller course unamended discourage sales new york taxable event occur state since sales taxed sales taxed full rate section however neutralize competitive disadvantage new york exchanges although reduced tax amendment decreases disincentive trade state extent tax imposed transactions involving sale sales new york discouraged new york sought eliminate competitive edge enjoyed regional exchanges result done without burdening commerce sister simply declaring sales taxable event system sellers otherwise liable tax incur liability electing sell new york exchange discrimination inherent also reject commission argument tax sustained imposed local event end interstate commerce true absent undue burden interstate commerce commerce clause prohibit taxing transfer property within state tax may discriminate transactions basis interstate element international harvester department treasury held welton missouri commercial power federal government continues commodity ceased subject discriminating legislation reason foreign character power protects even entered state burdens imposed reason foreign origin even conclude sellers likely rely economic rather geographical factors choosing exchange fall commerce clause whatever current inclinations new york investors clause protects businesses discriminatory burden interstate commercial activities even tax sole cause new york residents refusal trade exchanges least reinforces choice exchange inhibiting force selling state inhibition unconstitutional barrier free flow commerce baldwin particularly relevant case holding commerce clause prohibits obstructions competition justice cardozo expressly rejected proposition obstructions may justified measures assure economic health local industry new york order promote economic welfare farmers may guard competition cheaper prices vermont door opened rivalries reprisals meant averted subjecting commerce power nation constitution framed dominion political philosophy less parochial range framed upon theory peoples several must sink swim together long run prosperity salvation union division enacted new york legislature also enacted saving provision invalidity part amendment affect enforcement part clear saving provision whether legislature intended distinction residents nonresidents survive invalidation discrimination sales compare laws construction saving clause course question state law appropriately decided state courts