The Ely miner. [volume] (Ely, Minn.) 1895-1986, 1903-08-07
"2. Lessees of railroad corporations
Not a Purchaser.

PurCnaS6rS
rations-Construing this term as apply
ing to those who acquire by deed or de-
cree, having capacity to hold and enjoy
the franchises and operate the railroad
~ Managers of railroad corpora
tions-A railroad manager is the per-
son having, the administration, charge
and f thg III b and bqs
concerned, Mr.. Hill alone was a railroad
manager. He did not effect any CONSOLE
dation: He promoted the formation of
sold to it stock of both railroad COM
panies.
But the complainant contends that
when the Northern Securities company
had about Dec. /, 1901, purchased and
become the owner of a large and con-
trolling majority of the stock of the
Northern PACIFIC company, it became the
within the meaning of that word as used
in the act of 1874, and became thereby
disabled from acquiring. as it afterwards
did. a controlling majority of the stock
of the Great Northern company.
.'And upon the subject of purchasing
a railroad by buying all the stock, 1 am
cited to chapter 81. General Laws of Min
nesota, 1881 which provides that any
railroad corporation may lease or pur.
chase or become the owner or control or
hold stock of any other railroad, when
their respective railroads can be con-
nected together and form a continuous
line with or without branches. But in
that case the purchase OF the stock would
be by railroad corporation having ca
from the authority to do so either ex-
pressly or implicitly granted by this stat
ute; and such railroad could therefore
rightfully assume the. control. manage
ment and operation of the railroad, the
stock of which it had so acquired
PeersaI Case.
ct am also cited to the case of Pear
sail VS.. Great Northern Railway, 161 U.
s. Gas.
The case is far from sustaining the
idea that if single investor in railroad
stocks, whether a natural person or a
should acquire by purchase a majority
or the whole of the stock of both the
Northern Pacific company and the Great
Northern company that would work any
that such purchase would have any
power to manage or operate the railroads
of both or either of said railroad COM
panies.
I'm the case under consideration the
court is careful to note the difference in
effect between the purchase of controll-
ing majority of the stock of a railroad
corporation by a rival railroad corpora
ton which might control, manage and OPP
crate it. and purchase of the same
stock by an individual or individuals,
though holding whatever amount of stock
in the same rival railroad company. The
court says:
Doubtless these stockholders (of the
Great Northern company could lawfully
acquire by individual purchases a ma
jority. or even the whole of the stock
of the reorganized (Northern Pacific)
company, and thus possibly obtain its
ultimate control. but the companies
would Still remain separate corporations
with no interests. as such, in common.
1T follows that as the Northern Sc
curities company is merely an investor
in the stocks of these railroad corpora
tions, not being itself railroad corpora
ton. and being without franchise, power
or authority to manage, control or OPP
crate any railroad its ownership OF a ma,
jority of the stocks of these two railroad
companies does not come within the pro-
hibitive language of the statute Of 1874.
Separate Corporations.
'"The two companies still remain sep
such, in common The case would not be
different if one natural person with album
dant capital should invest in the majority
of the stocks of one of these companies
and another like person should invest in
the majority of the stocks of the other
company. The interest of the two. if
they chose to act in harmony, would be
the same as the interest of one person
owning the whole.
State Fixes Rates.
1.-The policy of the state in respect to
the operation and management of rail-
roads is disclosed b. by its statutes; espe-
eral Statutes of Minnesota, under the
heading of Railroad and Warehouse
Commission which closely follows the
provisions of congressional legislation re-
specting interstate commerce. and under
clearly specified regulations places the SUI
pervision oversight and control of those
matters, particularly the rates for trans
porta ton. in the hands of the designated
state officials.
1T is plain from these statutes as con-
strued by the supreme court of the state,
that it is the policy of the state that the
railroads, with their rolling stock and
appliances shall be kept in a high state
of safety and efficiency; and that rates
of transportation, while kept ample to
secure such result, shall always be fair,
reasonable, stable and uniform. Sched-
ules of rates are to be kept publicly post
ed at every station and no change or de-
Walton from such published rates is per-
mitted, nor any rebates allowed or adj
vantage to one shipper over another, and
no change in such rates is permitted I'M
til after ten days previous published no.
tice has been given.
Under this system shippers can count
accurately the cost of transportation as
an expense in their business, with the
assurance that others engaged in like
business must incur exactly the like ex-
pense; and untrammeled competition be-
tween rival railroads resulting in rate
wars, sporadic struggles for particular
contracts or consignments, as well as all
rebates, open or secret. all alike unfair or
ruinous to carriers and shippers. are pro-
hibited under penalties, and intended to
be entirely eliminated and done away
with: leaving as the only bases of COM
petition between rival carriers the FUR
nshing of the better accommodations.
and the greater safety and celebrity or
carriage.
''All complaints that published rates
are unreasonable are heard and deter
mined by the state officials. who may fix
rates binding on the railroads; thus ne
cesSarily making rates uniform as be-
tween rival railroads. AS result of this
policy, and the absolute power OF the
state officials to fix rates and keep them
at the lowest reasonable figures. competi-
ton between rival railroads no longer re-
duces rates. as it did when railroad COM
contrary where two or more railroads d.
vide the transportation between two
places the necessity of considering great
er fixed charges and greater cost of ad-
miniStration and operation may make the
reasonable rate for transportation greater
than if the whole business could be done
and was in fact done by one railroad.
No Law Violated.
However that may be. the Northern
Securities company is but an investing
stockholder in these two railroad compa-
MES, without power to consolidate them
or to interfere with the management or
control of either. Because of its large
board of directors of each, who must be
composed of entirely different persons.
Each board will appoint the officers
and control the business and affairs OF
it's own corporation and will naturally
seek to increase it's business and proper