The Minneapolis journal., 1903-04-21
URGE MANY ERRORS
What Merger Attorneys Would
Make Of Merger Decision
in Their Appeal.
Thirty-four Mistakes Made. by the
Court, Say the Railroad
Lawyers.


ger case These alleged errors are set
forth at length in the appeal from the de- |
cision filed in St. Paul yesterday lmme- |
diatey following the order OF Judge w. #.
Sanborn permitting the two railroad COM |
panies to pay dividends pending the settle
ment of the case to the Northern Securl-
ties company. The following are the as
signments of errors, taking exception to
every paragraph of the decision:
A "First-The court erred in finding and
deciding that in the sumer or l9Ol certain
large and influential stockholders OF the
defendant railway companies - conceived
the design of placing a very large majority
of the stock of both of said companies in
the hands of single owner. And erred
in finding and deciding that the stockhold-
ers thus described had practical control
of the roads of the two defendant COM
ipanies
"Second-The court erred in finding and
deciding that said amove described share
holders arranged and agreed with each
other that a. corporation to be formed by
them under the laws Of New Jersey should
buy ALL or at least the greater part of the
stock OF each of the defendant railway
companies.
'Thtrd-The court erred in finding and
deciding that the above described stock
holders agreed with each other to ex-
change their respective holdings of stock
in the two defendant railway companies
for the stock of such New Jersey COM
irany.
Influence on Stockholders.
"Fourth-The court erred in finding and
deciding that the above described stock
holders agreed with each other to use
their influence to induce other stockhold-
ers in. their respective companies to ex-
change their respective holdings of stock
in said railway companies for the stock OF
such New Jersey company and in deciding
that this was to the end that the New
Jersey company might become the sole
owner Of the whole or at least a major
portion of the stock Of both of said rail-
way companies.
''Fifth-The court erred in finding and
deciding that the Northern Securities
company was organized under the plan
mentioned in the foregoing assignments
and in finding and deciding that the cap
ital stock Of $4O0, 100000, with which the
Northern Securities company was or
.ganized, was the exact amount required to
purchase the total stock of the two de-
fendant railway companies at the price
agreed to be paid therefor.
''Sixth-The court erred in finding and
deciding that when the Northern Securl~
ties company was organized 1t assented TO
and became part of the above mentioned
scheme so found by the court as aforesaid
to have been devised by it's promoters.
'Seventh-The court erred In finding
and deciding that the Northern Securities
company was enabled to make purchases
of stock of the Great Northern railway
company from holders thereof not i'm
mediately concerned in the organization
of the Northern Securities company, by
the advice, procurement and persuasion OF
those stockholders of said railway com
pany who had been instrumental IN or
ganizing the Northern Securities company
Question of Competition.
s.F,ighth-The court erred in finding AND
deciding that the scheme so as aforesaid
enormously found by it to have been de-
vised and consummated, placed the con
troll of the railways of said two railway
companies in the hands of the Northern
Securities company, and destroyed every
motive for competition between said two
railway companies; and erred in finding
and deciding that any such or any pool
ing Of earnings was ever contemplated
or has ever been made.
"Ninth-The court erred in holding ant
deciding that all contracts and comblna
tions which merely tend to restrain IN
terstate commerce" whether by suppress
sion of competition or otherwise, are II
themselves and altho such tendency doe
not result in any such restraint, viola
tions Of the act of congress of July
1890, known as the antitrust act
..Tenth-The court erred in holding an
Edeciding that all contracts and combina
tions which merely confer the power t
restrain interstate commerce, whether b
/ suppression Of competition or otherwise
are in themselves contracts or comblna
ttions in restraint of such commerce an
declared illegal by the antitrust act, tn
such power Is not ana IS not InIehueu
be exercised. ~
ssEleventh-The court erred in holdin
and deciding that every comblnat1o
whereby the power is acquired to sup
press competition between two parable
and competing lines of railway operatin
under state charters and engaged IN IN
terstate commerce, is combination l
violation. of said antitrust act whethe
such power Is exercised or intended to
exercised or not.
"Twelfth-The court erred in holdin
and deciding that it would have been
:&a} violation Of said antitrust act had tn
Individual defendants, in pursuance Of
&. - previous agreement so to do, sold the
shares Of stock in the defendant ra1lwa
companies to a natural person, and ha
induced their fellow shareholders to {
: the same with the resulting Acquisition
by such Individual, of majority of tt
Il stock of each railway company.
''Thrteenth-The court erred In hold1r
i and deciding that the interstate commer'
Of each defendant railway company
controlled by its shareholders and not
its board Of directors. -
49,. Northern Securities Control.
3 '.Fourteenth-The court erred in hol'
ing and deciding that the Northern Sec
rites company directly controls the con
1nerce of both of the defendant ra1lWt
companies, tho by the charter of eat
company the management of its busine
is vested In it's board of directors, al
the companies have and must have Sc
arate and distinct boards of directors.
"FIfteenth-The court erred In holdi1
that the ownership Of majority Of t.
shares of each Of two competing ra
way companies gives to the owner
such shares control over each Of su
companies and it's commerce, which t
holder of a majority Of the shares of
5El single railway company was held, in Pu
it mans Palace Car company VS.. Nilsson
Pacific Railway company, 115 U. 8. S
not to possess over such single railw
company or it's commerce.
.'Sixteenth-The court erred IN holdl
To expel t
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