The times. [volume] (Richmond, Va.) 1890-1903, 1902-01-28
The stock of the Great Northern and

The stock of the Great Northern and
Northern Pacific Railway Companies, the
title to which is placed in the Northern
Securities Company, in the manner and
for the purposes in the bill, must be
deemed to be held by the last named COM
pany, as though located in and subject
to all the laws of the State of minnesota
and every power sought to be exercised
by it by virtue or such stockholding
must be in harmony with and not in yio-
lation of the laws of the State of Mime
sofa. The Northern Securities Company
can exercise no power by reason of the
stockholdng, nor any management or
control over the Great Northern and
Northern Pacific Railway Companies,
which is in violation of, or which tends
to contravene the laws of the State of
Minnesota. The stockholders of a cor
poration as we'll as the corporation itself,
can perform no acts and make no con-
tracts either within or without the State
creating such corporation. except such as
are authorized by it's charter or some
general law of the State relating to 1t.
1t follows as necessary corollary that
u corporation, as we'll as its stockholders,
can perform no act or make any con-
tract or agreement which violated
remedial statute of a State crea ting such
corporation.
PROHIBITS CONSOLIDATION.
Minnesota prohibits not only the con-
solidation of the property and railway
lines of competing companies, but it also
prohibits the consolidation of the stock
of such railway companies in any way
whatever. This statute IS a part of the
general law of the State authorizing the
formation OF railroad corporations, and
is an obligation or limitation which en-
tiers into and forms q part of the stock
holders contract with the State, ana is,
therefore, binding upon the Northern Sc
curities Company. This company cannot
complain of an enforcement of this con-
tract obligation Of the State statutes be-
cause it claims to be Il stakeholder in
these railroad companies. The Northern
Securities Company, as declared by its
articles of Incorporation, was organized
to purchase the stock of railway COM
panies in the State of New Jersey or any
other State in the Union and to vote
the same. From this it follows that any
stock of q railway company acquired by
it outside the State of New Jersey IS sub
ject to all obligation or limtta lions I'M
posed upon such stock as well as the cor
poration issuing it.
The situation can thus be summarized:
The holders of a large majority OF the cap
ltaI stock OF the two railroad corporations
authorized to construct and maintain
lines within the limits of the State OF
Minnesota nave organized
in another State for the express purpose
of consolidating the railway lines and
property of such companies and evading
and violating one of the laws of the State
OF Minnesota, which bears directly upon
and gives the State and its citizens GER
tain rights and privileges in connection
with the property owned and controlled
by the railroads thus sought TO he con-
solidated.
ONLY REMEDY.
The only way in which the State can
reach such an evasion OF It's laws and
enforce its rights is to bring an action
in this court against the instrument or
means by which such consolidation is
sought 10 be accomplished. II the State
of Minnesota cannot avail ITSELF of the
original jurisdiction of this court to en-
force its right. 1t cannot so into the
State OF New Jersey and ask the courts
CT that State to enforce its rights, be-
cause the same reasons urged against the
Jurisdiction OF this court court be urged
with equal force before the courts of New
Jersey.
The bill discloses that this consoIidat ton
embraces about fI.n10 miles of railroad,
furnishing nearly all the transportation
facilities available to the people or seven
different States of the Union, which seven
States embrace more than one-ffth OF
nearly oae-tweIfth of its population.
While it is not a part OF the duty OF
the State OF Minnesota to enforce the
rights of the citizens OF any otffer stare,
and it does not seek to do 50, We ask TINS
court to turn to those facts OF which II
has a right to take Judicial hotlce anu
it will learn that six of these seven
states, through which these roads pass,
have constitutional or statutory 1nhibi-
tons similar to the one which the state
~ MINNESOTA now seeks to inforce in this
action We refer to this only for the
purpose of disclosing the far reaching
effect of this tremendous consolidation
II the State of Minnesota cannot mair-
tain this action. we fail to see how 1t is
possible for any State to enforce remedial
statutes adopted for the protection of the
interests Of it's citizens as well as TO pro-
tect its individual rights.
If what is attempted to be done mere
can be successfully accomplished the
states OF this Union are powerless to en-
force such statutes. The National GOV,
eminent, under its present cons titu'lonai
lag Lar