The San Francisco call., 1903-12-09
TRACES ORIGIN
OF THE MERGER
Attorney for the Securities
Company Files Interesting
Brief in the Supreme Court
TELLS OF THE COMBINE
SAYS the Consolidation Was
Largely Due to Raid Made
on Northern Pacific Stock

WASHINGTON. Dec. S.-Briefs in be-
half or The Northern Securities Com
pauy and the Northern Pacific Railway
Company in the case Of the United
States against those two companies
and the Great Northern Company were
filed in the Supreme Court to-day. The
brief Of the Securities Company is by
George B. Young, and that Of the
Northern Pacific by c. W. Bum.
HOung's brief is a document Of more
Than 800 pages. and in it he traces
minutely the origin Of the merger. The
movement for this consolidation he at
tributes largely 10 the raid Of May.
1901, by hostile interests on Northern
Pacific stock. which il was considered
most important 10 prevent. and saying:
The Union Pacific interests still held
So 900 600 OF the Northern Pacific COM
mon stock. Between $1,000. 600 and 81
000, 600 were not held by either Of the
parties. The loss Of 900 from the
majority holdings might occur from
various causes and the attack just de-
feated might be renewed with success
BY the same or other assailants."
He says that in this emergency
Messrs. Morgan and Hill saw clearly
that they must depend upon themselves
and not upon the law for protection.
They had every reason 70 believe.
Young continues. that such a holding
as that Of the Union Pacific in the
Northern Pacific was not contrary 10
The antitrust law and the "inaction OF
the Attorney General showed that this
was also the opinion Of that high Off
no ~
the antitrust act"
The first idea was 10 form a trust
company. bur Young says II was quick
~ abandoned. II was thought TO incOT-
porate under the laws of Minnesota,
but il was found impracticable 10 Sc
cure an acceptable charter in that
state. cons Eequently the papers were
filed in New Jersey.
on the question OF consolidation in
the Securities Company. Young says:
Its ownership Of the shares of the
two railway companies no more con
solidates or pools or merges those
shares or the two companies or their
property than the ownership Of two
pieces Of real estate by the same per-
son consolidates them or the title to
them"
he asserts ALdL LLlt DlAlE NNlAlIAlld
tion Of which there is any evidence Is
a combination formed in aid Of COM
gnerce. 10 liberate, protect and enlarge
arG not TO restrain il. and which has
liberated. protected. enlarged and aided
il and has not restrained and does not
threaten 10 restrain"
The brief Of Bum is an argument TO
show that the action of the two rail-
road companies did not come within
the antitrust act. He says:
The statute must be interpreted so
as to fall with 1.-THE executive powers OF
Congress. Construed as the Circuit
Court read ii or as the learned Attor-
ney General asks to have il read, the
act seems TO US far beyond the scope
Of those powers. Il is nothing less thar;
an overturning Of all settled rules upon
the subject 10 say that the power OF
Congress extends 70 determining in
what corporations stock may be held
nv citizens Of the States. or that il eX-
tends 10 the regulations Of the consoIi-
dation and merger OF railway compa-
ries chartered by the States"