Evening star. [volume] (Washington, D.C.) 1854-1972, 1903-04-09
MERGER DEFEATED
Northern Securities an
Illegal Organization
j. S. COURT DECISION
All It's Assumed Powers
Swept Away.
RESTRAINT OF TRADE
DEFINITION OF THIS TERM MADE
VERY BROAD.
The Holding Company Will Be Allowed
to Return Stock to Original
Owners.
RESTRAINT OF TRADE
DEFINITION OF THIS TERM MADE
VERY BROAD.
The Holding Company Will Be Allowed
to Return Stock to Original
Owners.

ST PAUL, Mimi, April 9.-The United
States Circuit Court of Appeals today at
noon handed down a decision in the suit of
the United States against the Northern Sc
curities Company. enjOinfng the company
from voting the stock of the Northern Pa
cific or Greet Northern railway companies,
but allowing the return of such stock as
had been delivered to that holding COM
pany. The opinion was unanimous, all four
judges concurring. but the opinion was
written by Judge Thayer. The substance
of the order is in the decree, which is as
follows:
Text of the Decree.
"A decree in favor of the United States
will accordingly be entered to the follow
ing effect Adjudging that the stock of the
Northern Pacific and Great Northern rail-
way companies, now held by the securities
company, was acquired in view of a COM
bination among the defendants, in restraint
of trade and commerce among the several
states, such as the antitrust act denounces
as illegal; enjoining the securities company
from acquiring or attempting to acquire
further stock of either of said companies;
also enjoining 1t from voting such stock
at any meeting of the stockholders OF
either of said railroad companies or exer-
CiSiHS VI tltcihPtih6 " CASitAoO e'iiJ
control, direction or supervision of in
fuence over the acts of said companies.
or either of them, by virtue of its
holding such stock; enjoining the Northern
Pacific and Great Northern companies, re-
specuvely, their officers, directors and
agents, from permitting such stock to be
voted by the Northern Securities Company
or any of its agents or attorneys on its be-
half at any corporate election for directors
or officers of either of said companies. and
likewise enjoining them from paying any
dividends to the securities company ac
count of said stock, or permitting OF suffer-
Ing the securities company to exercise any
control whatsoever over the corporate acts
of said companies, or to direct the policy of
either; and,
Stocks May Be Returned,
Finally, permitting the securities COM
pany to return and transfer this stock to
the stockholders of the Northern Pacific
and Great Northern companies. any and all
shares of stock of those companies which
II may have received from such stockhold-
ers in exchange for its own stock, or to
make such transfer and assignment to such
person or persons as are now the holders
and owners of its own stock originally is
sued in exchange for the stock of said
companies"
Circuit Judge Thayer stated the conclu-
sions of the court He recites the petition
which was brought under the antitrust act
Of 1890, and adds that under the act of
February IL. 1908. this case, being of "gen-
eral public Importance has been given
precedence over others, and in every way
expedited. 1t is declared that under the
admissions of the defendants the matters
of fact are that the roads were parallel and
competing lines, that they had Jointly Sc
cured control of the Burlington line, that
in 1901 holding company had been formed
by large owners of the stock of the North
ern Pacific and Great Northern railways.
BY this new company large stock inter-
ests had been acquired at an agreed price.
and the court holds that the scheme which
was thus devised and consummated, led in
evitably to the following results:
Reasons Against Merger.
First. 1t placed the control of the two
roads in the hands of assingle person. to
Wit, the Securities Company, by virtue of
its ownership of large majority of the
stock OF both companies. Second. it de-
BtrOyed every motive for competition be-
tween two roads engaged in interstate traf-
fc which were natural competitors for bust
ness, by pooling the earnings of the two
roads for the common benefit of the stock
holders of both compan nieS; and, according
to the familiar rule that every one is pre-
suned to intend what is the necessary con-
sequence of his own acts, when done will
fully and deliberately, we must conclude
that those who conceived and executed the
plan aforesaid intended, among other
things. to accomplish the objects"
On the point whether the present case
comes within the inhibition of the anti
trust act the court discusses the meaning
OF the word trust as used in the act and
adds that Congress was careful to declare
that combination in any other form il in
restraint of interstate trade or commerce.
that is. If it directly occasioned or effected
such restraint should likewise be deemed
Illegal Moreover, In cases arising under
the act. it has been held by the highest
judicial authority in the nation, and its
opinion has been reiterated In no uncertain
tone that the act applies to interstate car
riers of freight and passengers. as well as
TO all other persons natural or artificial.
Meaning of the Text.
THE words in restraint of trade or
commerce. do not mean in unrea sonable or
partial restraint of trade or commerce. but
any direct restraint thereof: that an agree
ment between competing railroads. which
requires them TO act in concert in fixing
] the rate for the carriage of passengers or
freight over their respective lines from one
state to another. and which. by that
means. restricts temporarily the right of
any other of such carriers to name such
rates for the carriage Of such freight or
passengers over its road as 1t pleases is q
contract in direct restraint of commerce.
within the meaning of the act In that It
tenGs to prevent competition: that ii mat
ters not whether. while acting under such
q contract, the rate fixed Is reasonable or
unreasonable. the vice Of sach contract