New-York tribune. [volume] (New York [N.Y.]) 1866-1924, 1914-07-09

rificed. and that the dissolution OF
the system should not be forced IN
such a manner as 10 lnJure the COM
pany unduly.
All parties. including the Governor
and Mr. Anderson, approved the
agreement which was finally made,
end II was ratified by the stockhold-
ers of the New Haven Company. Inc
directors have been at all times and
still are anxious TO carry out TINS
agreement.
When t was proposed that the
Massachusetts. Legislature should IN
troduce a new term into the agree
ment by attaching to its consent the
condition which is found in the law
Just passed. the directors of the New
Haven Company, on June %, by
unanimous vote. adopted a statement
in which they declared that they
could not consent to the transfer OF
their stock in the Boston Holding
COMPANY to the liquidators agreed
upon with the Governor and the At
torney General of the United States,
if the sale of the Boston & Maine
shares were made subject to such
condition, for the reason that it
make the shares unstable and
places the company in worse posi-
tion than if it we're compelled TO sell
them by decree of the federal court
after the decision of all questions
against the company.
Refused to Sacrifice.
The directors felt that they had
no right TO let this valuable asset,
purchased at great cost. with the full
consent OF Massachusetts, be sacri-
feed, and that in their agreement
with the United States they had
reached the limit of possible conces-
sion.
II is said that the company has al
ready consented to provision in
the acts creating the holding COM
pany which forbade the sale of the
Boston G. Maine shares without the
permission of the Commonwealth, and
that il sh )uld not now object to the
continuance of the control thus
given.
The answer is that the company
gave it's consent in return for an
agreement By the Commonwealth that
il might acquire and hold these
shares, and through such holding
make the Boston & Maine Railroad
a part of the New Haven system. 1t
was then the expectation on both
sides that the union of the two sys-
TENS would be permanent, and IN
that belief the agreement with the
Commonwealth was made. The
United States now insists that this
contract of merger was Illegal and
that the New Haven company must
sell all its interest in the Boston d
Maine Railroad, in order that the
union between the two systems shall
be absolutely dissolved. The Com
monwealth cannot, therefore, carry
out the contract on it's part. and 1t
should not insist that il remains
binding on the New Haven company.
II is not Just to retain the price
when it cannot give that for which
the price was paid.
Il is said that the provision gives
the Commonwealth no new power,
since the shares can always be taken
by eminent domain. If this is true
the condition is unnecessary. But 1t
is at least very doubtful if the Com
monwealth has this right. IL can
take for public use any property
within its borders. and perhaps the
interest of any citi2en o. Massachu-
sets in property wherever situated,
but a certificate of shares in the Bos-
ton e. Maine Railroad represents
property situated IN other states, IN
which that corporation is moor
porated as well as in Massachusetts,
and il is BY no means clear that such
shares belonging TO citizens OF otner
states can be taken by Massachusetts,.
New Hampshire and Maine would
have the same right. and all could
not exercise it. The provision under
discussion, if the New Haven co.
accents it. by acting under 1t, may ne
held to establish right by contract
to take the shares, and the directors
do not feel justified in making the
company party 20 any such con-
tract. which would at once place It's
shares at a disadvantage IN the mar
ket in comparison with the shares
held by the public.
To Protect Stockholders.
The directors recognize fully that
the Legislature OF Massachusetts
must protect the interests of its "ltl-
Zens i'm every way that seems to 1t
wise. but. on the other hand, the az
rectors are bound to conserve the IN
tcrests of the stockholders, whose
trustees they are. and in no spirit of
antagonism. but with the most SIN
cere reluctance they have unanimoI3-