Evening times-Republican. [volume] (Marshalltown, Iowa) 1890-1923, 1908-02-20

HARTMAN MAINTAINS CONTROL
Decision Permits Annual Election OF
Officers to Be Held and Pacific and
Security Company Stocks to Be
Voted - Case of Great Importance
to Railway Interests.

Chicago, Feb. 20.--Judge Ball toda!
dissolved the injunction against tht
Illinois Central stock granted tt
Stuyyesant Fish last October. This de-
cision is in favor of Hartman.
The temporary injunction secureo
by Fish, who was formerly presiden1
of the company, enjoined the voting OF
2S6,231 shares of stock at the annual
meeting of the Illinois Central com
pany. This stock, which was held by
the Union Pacific Railroad company
and the Railroad Securities company
of New Jersey, can now be voted at
the annual meeting, which will be held
in this city March 2.
kasson and Others Interested.
Fish was joined in his suit by for
mer Senator George f. Edmunds, of
Vermont; John A. kasson, former
minister to Austria, and by William II.
Emerich. The bill alleged defendants
held a controlling part of the out
standing stock OF the company; that
the board of directors was nominated
by Hartman, and the said voting of
would injure the interests OF himself
and other stockholders. The bill was
based on the theory that the public
policy act of Illinois prohibits foreign
corporations from holding and voting
stock in Illinois corporations, save
in certain exceptions allowed by stat
ute. Complainants contended that the
fact that certain violations are allowed
by statute proved the public policy act
should hold good in this instance. The
Railroad Securities company, of New
Jersey, which is y holding and invest
ment company, was characterized by
Judge Farrar, counsel for Fish, in the
injunction proceedings, as a "mongrel'
corporation.
1t was shown during arguments that
much of the enjoined stock stood in
the names of clerks employed by
Kuhn, Loeb & Company. of New York.
Counsel for Hartman contended that
in the previous annual meetings Fish
had reaped the benefits of the votes
of this stock, and that if such voting
was illegal he was aware of it. and
should not be allowed to enjoin it from
being voted by other people. During
the hearing many affidavits were filed
on each side accusing the other of ille-
gal acts, and with seeking to control
the railroad to further their own ends.
Gist of the Decision.
The decision of Judge Ball Is quite
extended. After citing the history OF
the case and going at considerable
length into the various claims and as
sertions made by both sides, the court
went on to say:
'There is but one ground upon which
this bill can be maintained. II the I'm
ion Pacific had no right to buy, hold or
own stock in the Illinois Central, or
the securities company, or either OF
them, is intruding in this election
wholly without right, then l think the
bona fide stockholders, without alleg-
ing irreparable injury, may ask the
court to throw them out. This brings
us to the question, is there in the pub
lie policy of this state a prohibition
against voting by foreign corpora
ton stock in a domestic corporation,
WHICH SUM-. IL pul cllu pdu LII
holds under the express power grant |
ed to it by the state of its creation"
The court declared corporations, per
Sc. are not debarred from buying and |
holding stock Of other corporations. He
said the fact that the purchaser might |
be foreign corporation and the stock |
that of a domestic corporation, could |
not change the rule in law. In conclud-
ing the decision Judge Ball said:
"The usual office of a preliminary in
junction is to continue the status quo
until the final hearing To sustain this
preliminary injunction and thus pre-
vent the Union Pacific and the Secur- |.
ties company from voting their stock,
mas been fully and finally determined
oy the court With the corporations
barred out, the meeting might result in
an entire change in the management |
If the Illinois Central To dissolve the
injunction and to let the action of the
court in regard to the ownership and
yoting power of this stock await final
rearing, means no more than a con-
inuance of the present management
With change Of one director only, and
le, eight of the director defendants
'wear, will be- an able and competent
nan, neither controlled by nor con-
lected with the Union Pacific The
balance of convenience and inconven-
ence is clearly with defendants II;
I'M of the opinion that the securities
company and the Union Pacific have
ull ownership of the shares of stock
hey hold in the Illinois Central in
luding the right to vote that stock at
nd that such right to vote is not for
idden by the statutes of this state
or by the decisions of our supreme
ourt, nor by the public policy of Illi-
ois The motion to dissolve the in
JUNCTION is allowed"
Long before the time set for the
eading of the decision the court room
,as densely packed with attorneys and