The Bridgeport evening farmer., 1909-02-17

| stock of at least one other important corporation.
 Since 1872 the New York, New Haven
 and Hartford Railroad Company has
 again and again similarly acted under | the authority of Connecticut law with out authority from the State of Mass
 chusetts-merging with other Connec- ticut corporations, increasing it's cap-
 ital stock, and acquiring and holding 1 stock Of other corporations.
 Most, if not all, of these acts were reported to public authorities of the State of Massachusetts, and although the laws of Massachusetts applicable | to this matter seem to have been for
 many years substantially the same as they now are, no question was, until l recently, raised by anyone as to the legality of these acts.
 1 For example, the Massachusetts stat | ute fOrbidding railroad companies to
 hold stock or bonds of other corpora l t1ons was passed as early as 1874, and
 inapplicability of this statute to con-
 trol the State of Connecticut or a cor
 poration of Connecticut acting under Connecticut laws was for a period of | more than thirty years consistently
 recognized by public authorities of
 Massachusetts.
 At the time of the passage of this
 statute in 1874, the New York. New | Haven and Hartford Railroad Com | pany held stock of the Harlem River
 and Port Chester Railroad Company,
 corporation of New York, and this
 fact was annually published in the re-
 ports of the Railroad Commissioners
 of Massachusetts. If the statute in | question had been intended to apply | to this company, those who voted for
 1t would have recognized that it would
 be violated unless special authority | were at once given to this company, 1 as a corporation of Massachusetts, to continue to hold this stock. But no suggestion of this nature was made, and this company has continued to l hold this stock down to the present 1 time without authority from Massa- chusetts, yet without criticism from any source.
 l The importance of such contempor- ary and long continued practical con struction of this act of 1874 must be acknowledged, especially when it is l noted that this case is only one of l many. From time to time since the passage of this act, this company has extended it's railroad system by acquir- ing stock of railroad corporations (al- ways reporting the facts to the Rail- road Commissioners of Massachusetts, to be by them annually communicated to the Legislature and the pUblic), un- til, after thirty years of general ac- quiesence in this policy, this company held Gas is shown by the 1904 report of the Massachusetts Railroad Com missioners) stock and bonds of over thirty corporations of which a consid- erable number were corporations of Massachusetts.
 It is not often that a statute is con- strued by such body of uniform prac- tice, but this is not all which this com pany had to rely on. The lawfulnesS of its holding of stock and bonds even of Massachusetts corporations has no nf hn Ia 9fI1fn n question been unhesitatingly recOg- nized by the law-making body of the Commonwealth.
 For example, the lease of the Old Colony Railroad Company to this com- pany in 1893 provided for an increase by this company of it's capital stock and for the exchange of the new stock for stock of the Old Colony Railroad Company, and although such increase of it's stock and such acquisition of Old Colony stock were authorized by the Connecticut law only, yet this lease with these provisions in it has been re- peatedly recognized as valid, not only by other public authorities, but even by the Legislature of Massachusetts in acts passed at many different sessions be ginning with the session of the year 1894.
 Again in Chapter 399 of the Massa- chLsettS Acts and Resolves of 1898, the Legislature of Massachusetts express ly recognized (without considering it necessary to authorize or vahdate) the legal and equitable ownership of stock of the New England Railroad Company by the New York, New Haven and Hartford Railroad Company, although it is not possible to make any legal distinction under the laws of Massa- chusettS between ownership at that time by this company of stock of the New England Railroad Company and an ownership in 1907 by this company of stock of the Boston and Maine Rail- road.
 Again in Chapter 231 of the Massa- chusetts Acts and Resolves of 1901, relative to the taxation of the New York, New Haven and Hartford Rail- road Company, the Legislature of Massachusetts based it's action on an assumption of the existence of legal ownership by the company of stock of railroad companies taxed on their cor porate franchise and property under the laws of the Commonwealth, and in the course of @ uniform practice un- der that act to the present time the public authorities of Massachusetts have recognized the legal ownership by this company of stock of Old Col ony Railroad Company, of stock of New Haven and Northampton Com pany of stock of Stockbridge and PMtsfield Railroad Company and of stock of Berkshire Railroad company, all corporations of Massachusetts, al- though no distinction can be made un- der the laws of Massachusetts between the ownership of stock of such corpo- rations and the ownership of stock of the corporations referred to in your order.
 In consideration of these facts and of many others of the same nature, | and of the further fact that of the many eminent counsel who have at one time or other advised this company or the purchasers of it's securities, no one l has ever intimated any doubt that this company's view of it's rights un- der the Connecticut charter was ab- solutely correct, this company assumes with entire confidence that its good | faith in the transactions referred to in your order cannot fairly be challenged | or even suspected.
 If that which has been from time | to time during the course of the rail- road history of Massachusetts tacltly and even expressly recognized over and over again by public authorities Gncluding the Legislature itself) as legal, is without any change of stat ute now declared to be illegal, surely the directors and officers of this com- pany ought not to be accused of an
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