The Saint Paul globe. (St. Paul, Minn.) 1896-1905, 1904-04-13

This applicant did not merely stand
| silent While this litigation was waged and
| see the attorney general ask for this re-
| lief ana your honOrs refuse it, but by the
presence of one of the petitioners in the
| board OF direction of the defendant the
Securities company, they, opposed the
! granting of ii. And now, the decree haV-
| ing gone forth and having been confirmed
| by the supreme court, he comes in and
| asks your honors to reverse your former
| decision. He asks your hoROrs to reverse
| the decision by which he was defeated, to
make the decree that he opposed your
| making, to go beyond-and not merely go
! beyond the limits of the final decree, but
| to reverse and modify that decree upon
| one or the very questions which was in
| issue and was determined in the original
| cause.
Satisfied Attorney General.
The careful limitations which your
| honors placed upon your judgment were
| of infinite satisfaction to the learned at
| torney general when he came to the bar
| or the supreme court and upon those
| limitations he based in his argument there
| an answer to my friends, represented
| through the board of directors of the Sc
! curltleS company, when they asserted that
| your decree ought to be reversed because
| inal cause.
Nevertheless, if it appeared to the court
! IN any way that something was about
| to be done affirmatiVely which would
| amount to a violation of the negative
| provisions of the decree, of course your
| honorS have jurisdiction, in the execution
| of the decree, to make such appropriate
| order or issue such appropriate process
| as may be necessary to prevent it. My
| learned friend says that plan of diStribu
| ton of the assets of the Northern Securi-
o ote$ ft eoI ar WI De IN eIeGt VOCATION
| the assets of the Northern Securities COM
I pany cannot be violation of your decree,
| for it is putting out of the hands of the
| corporation, whose holding of those as
| sets you have declared to be illegal, the
| assets themselves. 1t cannot be viola
holding of stock by the Northern Securi
| ties company for the Northern Securities
| company to part with it.
But he says the return of this stock
| in the way in which it is proposed that
| is, by equal distribution among the stock
| holders, Will put into the hands of the
persons who were originally concerned in
getting up the Northern Securities COM
| pany the stocks which they contributed or
the stocks of these two railroad corpora
lions, so that still those individuals will
have the control of these two corporations.
The first consideration that arises on
| that proposition is that that would seem
! this cause. 1t would seem that if a pro-
| ceeding open and public in its nature, as
| IS this, appearing upon the petition to be
| initiated by circular sent to all the
| thousands of holders of stock of the
Northern Securities company, published in
| the newspapers, known all over the world
III proceeding of that kind were d@en1-
| ed to be in violation direct or indirect
| of the prohibitions of your honors' decree,
| that the complainant in this bill, the dis
| trlct attorney and the attorney general of
| the United States should come into court
| and ask your honors for appropriate proc
| ess to prevent. such violation.
Harriman's Right Questioned.
My learned friend representing Mr.. Har-
rlman and Mr.. Pierce and the Oregon
| Short Line company does not carry in his
| neW-found anxiety for the enforcement of
your honOrs' judgment strong presump
| ton OF disinterestedness What business
hr hn1S
| for the enforcement of this decree? Is it
| customary for courts of equity to permit
strangers to the litigation to come in and
undertake to instruct them as to what
| process they shall issue to enforce their
| DEGREES?
But, passing that. it appears upon the
| papers which have been handed up, first,
that the course proposed by the Northern
| Securities company is the course which is
| dictated by the plainest considerations of
| FAIRNESS and justice on the part of the
| directors of that company towards all
| the persons who are interested. What is
/ 1t? 1t IS a distribution among all the
/ OF the company, beginning, for the pur-
| pose of continuing the corporation, to
make the distribution with a reduction of
| the capital by SO per cent, leaving but
| l per cent, and the distribution of the 80
per cent of all its assets equally among
/ all the corporatOrs.
= Now, my learned friend, Mr.. Guthrie,
! says that is not fair. Why not? Isn't it
| in accordance with the contract that he
| made? What are the rights upon the
| certificates of stock he holds as COM
pared with all the others who became
| parties to the contract of Incorporation,
! but the right to an equal share in the
property OF the corporation upon its dis
solution, or upon any event which calls
| for the distribution of assets?
| Now, it is true that he may prefer a
| sale and distribution of cash rather than
| a distribution in kind. But is that a
| question affecting the execution Of your
| honors decree? That is the question for
| the stockholders of this company to dis
cuss and thresh out among themselves in
| the tribunal which has the proper juris-
| dictiOn of the winding up of the corpora
! ton of the state of New Jersey Under
| the laws to which my learned friends
| client equally with all the other stock
! holders of the Northern Securities COM
| pany, have submitted themselves by their
! contract. The proposed action of the cor
! pOratiOn is in accordance with that equal
! ity which is equity, and at present what
| the corporation is doing is to call meet
! ing of all the stockholders in order that
! they may pass upon the fairness and
| justice of that method of distribution
| It would be a violation of your honors'
! injunction restraining this corporation
! from voting this stock exercising any
| influence over these corporations, in a
! suit which charged the formation of the
| corporation as an illegal combina ton
| that it would be a violation of your in
| junction for the stock to be put in the
| hands of a number of individuals who. my
| friend says, would combine as individuals
that is, would make another combina-
| ton as individuals for the purpose of
controlling these roads
Judge Sanborn Interrupts.
The Court (by Judge SanbOrn): Let me
| ask you a question right there. Suppose
I that this stock was about to be trans
| ferred to another holding corporation just
created in the state of New Jersey and
| that fact was brought to the attention of
| the court, would it not be proper for the
| court to take some action to prevent that?
! Mr. Root: I have no question that it
| would be proper. Whether it should be
| by the intervention of an outsider at the
| foot of this decree or by independent bill
! for the restraint of a new and separate
i combination is another question. But
! there is no question but that It would be
within the authority Of the court to do
/ that.
The Court (by Judge Sanborn): Now,
4 what is the difference, in your mind be-
| tween that proposition and the proposition
| made by the interVenorS?
| Mr. Root The difference in my mind
| between that proposition and the PROPOSE
! ton made by the intervenors is, that the
| intervenors are alleging an entirely new
| and different combination, in the future;
| not simple continuance under another
| form of the same violation of law which
| your hOnorS have dealt with as would
| be another holding company. But they
! are setting up the fact that the VeSting
| Of title in q number of individuals will
| lead to a combination in violation Of
| law. How can your honors accept a set
| tlement of that kind regarding these in
1 diVidualS? Has there been corruption OF
Inxr iT1s1fx TrrI- 1.