The Minneapolis journal. [volume] (Minneapolis, Minn.) 1888-1939, 1903-08-01
WHAT THE DECISION SAYS
An Exhaustive Review Showing Impres.
49, sion Made by Defense.

sion Made by Defense.
Judge Lochren,s decision is formidable
document, starting with an exhaustive
5sImmarS Of facts. Under this head the
decision cites in detail the definition of the
three statements involved, the fact that
the state made grants to encourage the
construction of each and that the roads
are largely used for transporting the
products of the state. Minnesota legisla-
ton prohibiting the consolidation of
parallel or competing lines is then cited,
the first dating in 1874, leading up to the
state antitrust act of 1899, directly aimed
at combinations in restraint of trade or
commerce.
Coming down to the Northern Securi-
ties organization Judge Lochren classes
among the established facts the oft re-
peated statement of James J. Hill as to
the reason for merging the interests Of
the Great Northern, Northern Pacific and
Burlington in order to protect northwest
ern interests against the incursions of the
southwestern lines.
The recital then continues with the
formation Of the Northern Securities
company as means to secure the North
ern Pacific against raid in which the
Great Northern stockholders joined. Mr..
Hills explanation of the transaction is
closely followed.
| Conclusions OF Law.
| The decision then comes to its real
| meat, those conclusions Of law:
1T is obvious that the company was
incorporated with the purpose on the part
I Of its promoters that it should acquire.
| own and control a considerable majority
| of all the stock of the Northern Pacific
and thus secure that company against
| the danger of any raid upon its stock
which might place it's management and
the resulting control Of the Burlington
system in the power of any rival railroad
whose interests might be hostile to the
development and property Of the North
ern Pacific and Great Northern and their
seaboard terminals, and of the region
traversed by their system.
Protection From Attack.
''This was the avowed purpose of Mr..
i Morgan and his associates, including Mr..
Hill and other large stockholders of the
! Great Northern, who also held large
/ amounts of stock in the Northern Pacific
and were apprehensive that any hostile
control of the Northern Pacific which
might sacrifice it's interests to rival,
would be disastrous to the development
and prosperity of the Great Northern.
| At the very time when the Northern
Securities was formed, by means of the
large holdings Of Northern Pacific stock
/ by himself and his associates acting with
him, and by the purchase by j. P. Nor
|
such stock, said Morgan was able at once
to transfer and have transferred to the
| Northern Securities a large and control
| ling majority of the stock of the Northern
Pacific, as was done; thereby accomplish
II ing Gas was belfeved) the purpose of Sc
curing that stock against hostile raids.
i with respect to the stock Of the
Great Northern the evidence shows that
| when the Northern Securities was incor
porated it was the purpose of Mr. Hill
and other large stockholders of the Great
1 Northern to sell to the Northern Securities
i their several holdings in the Great North
ern. aggregating then about $4,000, 900, to
the end that such large amounts should
1 be kept together, and Gas it was hoped)
aid in giving permanency to the manage
ment and policy which had controlled the
/ development of that company. And 1t was
i their purpose, that all other stockholders
/ of the Great Northern who might choose
4 be permitted to sell or exchange their
Z stock for stock of the Northern Securities
4 on the same terms; and 1t was hoped that
many would do so. But the said Hill and
his associates had no power which would
j enable them to transfer to the Northern
Securities so much as one-fourth of the
q stock of the Great Northern. The evidence
4 therefore fails to show that the Northern
q Securities was formed for the purpose Of
acquiring and holding majority of the
5 stock of the Great Northern, as we'll as
Z that of the Northern Pacific, altho that
: result followed soon after and may have
been desired and anticipated.
State Antitrust Law.
Il Second-One question is whether the
u acquisition by the Northern Securities of
u majority OF the stock Of both the Great
Northern and Northern Pacific. which