The Topeka state journal. [volume] (Topeka, Kansas) 1892-1980, 1903-03-18

individual can. in combina ton with
others. so dispose of his property as to
violate the antitrust law. Irrespective
OF the abstract power TO sell, the legal
ity Of the transaction must turn upon
the power of the Northern Securities
company to buy the stock of two con-
stituent systems. and this. he contended,
did not exist in view of the provision of
law which forbids any attempt to mon
opolize competitive traffic.
He continued:
stockholders cannot however veil
unlawful acts in a corporate charter. 1t
IS true that as between the corporation
and the stockholders and for purposes
the corporation as a separate entity from
the stockholders. but it is unquestioned
law that the fiction of a corporations
separate existence cannot avail the in
dfviduals who compose it as between
them and the state, and especially
where the provisions of a remedial or
penal statute are concerned. Viola lions
of the law cannot be excused under the
plea of charter privileges This was
clearly ruled in the case of State VS..
Standard Oil company. 90 Ohio State,
1870
"Butwhatever the powers of the state
OF New Jersey may be as against the
laws of Minnesota Montana, Idaho
North Dakota, and Washington, and
fortunately this difficulty of conflicting
state powers need not be decided in
4 titlS case IL IS OBVIOUS JnaC they are
pOWerless when invoked against the
Constitution of the United States. It
: provides for its own supremacy and
the laws made hereunder, and among
these powers, as to which it is supreme,
is the power to regulate interstate com
merce, and under this power, as was
decided in the Joint Traffic and Trans
missouri cases. the federal antitrust
law has been duly enacted. It is the
supreme law of the land, the laws of
= 4lar-
standing. Any other view would make
the state. through its power to create
corporations with indefinite powers,
superior to the federal government and
supreme in matters of legislation The
proposition is unthinkable.
Defendants contend, however. that
/ the mere ownership of shares by the
( New Jersey corporation has no direct
4 or immediate relation to interstate
I commerce. and is therefore not within
! the scope of the federal power. Even
/ if this corporation were only holding
corporation, 1 could not concede the
contention.
Transportation is commerce, and its
vehicles are Observation-Disclosures Of COM
merce. and as such when engaged in
/ interstate trade are so fully within the
scope of the federal power that con-
gresS may even regulate the form of
brakes used in railway transportation
and the states may not forbid their en-
trance into their borders. These inter
state railway systems. therefore, are
federal Observation-Disclosures, and their
! business is essentially interstate com
merce. The corporate created for
| their management and operation are
but the method of evidencing owner
ship and power of control Prior to the
! merger all of the stockholders of the
Northern Pacific owned the Northern
Pacific. The capital stock of a corpor-
:, tiOn is but the method of measuring
/ the value of these assets. and each GER
tificate is but the evidence of the stock
/ holders prOpOrtionate participation in
the assets of the business and its
profits. 1t is true that in the interim
/ between stockholders meetings the
stockholders designate directors a 5 theil
agents. who operate the property in the
stockholders behalf. but the directors
ara none the less the servants of the
stockholders. and have, and can have
no powers except such as are given tC
them by the stockholders in accordance
with the law OF their being.
In the last analyses the stockhOld-
ers clearly operate the road Theirs is
the ultimate control. .Qui facit pei
alum facit per Sc is an old maxim OF
the law and approved common sense.
The right to vote the stock operate
directly upon interstate commerce, fol
it necessarily regulates such commerce
At annual meetings Of the constituent
systems the Northern Securities com
paDy, through its proxies, can by resO-
luton ulTGCL lis servants. WHJiH Il Sc
lects, to increase rates or to lower
them, to refuse traffic or to accept it
to give preferences or to decline them
to borrow money or to spend it. tC
build extensions or abandon existing
lines. This power to do constitutes tina
monopoly of commerce which is moi
merely directly related to commerce
but is the conduct Of commerce itself
The stockholders who. at an annua
meeting, determine the policy Of tbs
[ 0z prnF
nerce as the locomotive engineer who
under their direction and as their ser
want, propels a train from st. Paul K
Seattle. Indeed. the act Of the engi