аfter stating the case as above, delivered the opinion of the' court.
The statute of Michigan is the same as the statutes of South Dakota and Ohio, and our reply to the attacks made upon it might be rested upon our discussion of those statutes.
But in the рresent case, as we have said elsewhere, the arguments, while fundamentally the same, are in some respects more circumstantial. All the supposed consequences of the law are dilated upon — wherein, as it is contended, it meddles with or burdens a business asserted to be legitimate, wherein it prohibits or gives power to an executive officer to arbitrarily prohibit such business, and wherein it confuses legislative and executive powers, and in these ways and other ways, as it is further contended, transgressеs the Constitution of the United States. Many cases are cited to support the contentions and publicists are avouched to the same end. In our discussion we cannot be as elaborate in details as counsel, nor is it necessary. There are сertain outside propositions upon which all others may be regarded as dependent. These propositions were considered in the other cases and we need now only supplement what was there said.
The appellants justify the law by the рolice power of the State and its comprehensive reach. Replying, appellees urge against it the limitations of the Fourteenth Amend *585 ment and the national supremacy over interstate commerce; and applying the Fourteenth Amendment, assert in many ways (we select one and upon it the changes are rung) that the issue of the securities “is in effect the making of contracts ‘proper and necessary and essential’ to the pursuit of lawful livelihoods or avocations,” and cannоt be “made the subject of discretionary executive license,” controlling thereby individual transactions.
The assertion encounters immediately many cases in which laws, have been sustained limiting the making of contracts and regulating business through executive agencies and necessarily controlling individual transactions. Indeed, there are too many for even marginal citation. They, however, are attempted to be distinguished or restricted. It is said by counsel that they “deal with administrative control over matters of рublic right or public grant or existing at public sufferance.” And it is admitted that “the Legislature may deal drastically with many matters of private right, to prevent or redress individual wrongs.” It is further admitted that “drastic remedies may be prescribed by law [italics ours] for evils deemed by the Legislаture to require them.” Excluding the proposition so expressed from application to the Michigan law, it is insisted that the business to which it applies “neither requires nor justifies, nor is susceptible of, administrative or executive control for the purpose оf preventing a wrong or injury by one individual to another.” Of course, the implication, if not the direct assertion, is that the business of dealing in securities has not that character. Neither the principle nor the assertion is very tangible. The first incidence of any evil from a business or conduct is upon some individual and through the individual (let us say individuals, for necessarily there are more than one) upon the community, nor can it be affected in any other way. Besides, it is for the State to judge in such circumstances and the judgment and its *586 execution would have to be palpably arbitrary to justify the interference of the courts. Counsel,- indeed, frankly concedes the evil of “get-rich-quick” schemes and quotes the banking commissioner of the State of Kansas for the statement that the “Blue Sky” law of that State had saved the people of the State $6,000,000 since its enactment and that between 1400 and 1500 companies had been investigated by the department and less than 400 of the number granted permits to sell securities in the State. Counsel also quotes thе confidence of the commissioner in the efficacy of the law and that it will “eventually result in the regulation and supervision of all kinds of companies in the same manner as banks are now regulated and supervised.”
Against this statement, however, counsel cites the view expressed by the British Board of Trade of the inexpediency of an official investigation “into the soundness, good faith, 'and prospects” of companies, Upon this difference in views we are not called upon to express an оpinion for, as we have said, the judgment is for the State to make, and in the belief of evils and the necessity for their remedy and the manner of their remedy the State has determined that the business of dealing in securities shall have administrative supervision, and '26 States hаve expressed like judgments.
Much may be said against these judgments, as much has been said, and decisions of the courts have been cited against them. We are not insensible to the strength of both, but we cannot stay the hands of government upon a consideratiоn of the impolicy of its legislation. Every new regulation of business or conduct meets challenge and, of course, must sustain itself against challenge and the. limitations that the Constitution imposes.' But it is to be borne in mind that the policy of a State and its expression in laws must vary with circumstances. And this capacity for growth and adaptation we said, through Mr. Justice
*587
Matthews, in
Hurtado
v.
California,
But counsel say that the conditions imposed either are not adequate to such purpose or transcend what is necessary for it. Indeed, it is asserted thаt the statute has not that purpose, “but rather to prevent financial loss.” The assertion is against the declaration of the title of the statute and against the words of its body, and cannot be justified by assigning to it the purpose of the law which it amends; nor can we assent to the contention that such purpose must be inferred from § 8 or other provisions which point, it is said, to the probability of financial loss, not fraud. The act must be considered from its declared *588 purpose and as a whole, not from detached рortions which can be easily overwhelmed when assigned a false character.
It is, however, said that, assuming the statute have such purpose, the fraud referred to is not a proper object for the police power, and it is asked, “Can the оccasional fraud,-that fraud which arises in the individual transaction, justify a law regulating the business of which the single transaction is a part? Or must it be fraud which is incidental to the business, a fraud which the business ■ itself, from its character and the manner in which it is generally conducted, invites аnd encourages?” And, quoting from
People ex rel. Tyroler
v.
Warden,
Engel
v.
O’Malley,
It may be that there are better ways to meet the evils at which the statute is directed and counsel have felt it incumbent upon them to suggest a better way. We can only reply that it is not our function to decide between measures and upon a comparison of their utility and adequacy determine their legality.
The contentions upon the discriminations of the statute we rest upon the comment made on like contentions in the оther cases. A special emphasis, however, is put by appellees upon the adoption by the commission of “so-called 'standard manuals of investment.”’ The adoption of these manuals, it is said, is justified by the commission under § 3 which enumerates the securities that are exempt from the law, among others, “(h) securities which are listed in any standard manual of information approved by said commission.” The provision is attacked as “'the Michigan idea’ of providing an easy way out'of the act at all times.” And further,'' It is not so much an exemption of existing standard securities as a working exemption available for new offerings to be' listed as issued.” And again, “It is to be a permanent means of exempting new securities from the act.” Even this, it is asserted, is not all of the power that is given for discrimination, for it is pointed out that the commission may call for additional information than that contained in the manuals and may, pending the filing' of the information, suspend the sale of the securities and may also suspend, either temporarily or permanently, the sale of any securities listed in such manuals after a hearing upon notice, if the commission shall find that the sale of such securities would work a fraud upon the purchasers thereof.
*590 The exemption and the provision are declared to be unconstitutional and it seems to be intimated that in the flexibility of what is considered their' subterfuge a vicious character is not only given to the act but constituted its inducement, and therefore brings the act down with it, for without it, it is insisted, the statute would not have been enаcted. We cannot agree either to the characterization of the provision or its effect. The first would attribute a sinister purpose to the legislation of which there is no indication, the second would give too much importance to a subordinate provision, one that is only ancillary or convenient to the main purpose.
The contentions based on the exemption and provision are a part of that which accuses the law of conferring arbitrary discretion upon'the commission and committing to its will the existence or extinction of the business. The accusation is formidable in words buv- it is the same that has been made many times. It is answered by the comment and the cases cited in the opinion in the other cases. Besides, we repeat, there is a presumption against wanton action by the commission, and if there should be such disregard of duty a remedy in the courts is explicitly given, and if it were not given it would necessarily be implied.
Objection is made that the title of the act does not indicate its provisions and that the act hence violates the constitution of Michigan. The objection is untenable and does not call for particular notice.
Answer to the contention that the statute is an interference with interstate commerce we leave to our opinion in Nos. 438, 439 and 440, ante, 539.
Decree reversed and cause remanded for further proceedings in conformity with this opinion.