200
'1 he breen Bag.
ment; even the stock market had discounted the decision with such certainty that North ern Securities stock rose from 85 to 87 dur ing the day. The decree as rendered is in substance as follows: Adjudging that the stock of the Northern Pacific and Great Northern com panies, now held by the Securities Company, was acquired in virtue of a combination among the defendants, in restraint of trade and commerce among the several States, such as the anti-trust act denounces as il legal; enjoining the Securities Company from acquiring or attempting to acquire fur ther stock of either of said companies, also enjoining it from voting such stock at any meeting of the stockholders of either of said railroad companies, or exercising or at tempting to exercise any control, direction or supervision of influence over the acts of said companies, or either of them, by virtue of its holding such stock, enjoining the Northern Pacific and Great Northern com panies, respectively, their officers, directors and agents from permitting such stock to be voted by the Northern Securities Company or any of its agents or attorneys on its be half at any corporate election for directors, or of the case of either of said companies, and likewise enjoining them from paying any dividends to the Securities Company on ac count of said stock, or permitting or suffer ing the Securities Company to exercise any control whatsoever over the corporate acts of said companies or to direct the policy of either; and, finally, permitting the Securities Company to return and transfer to the stock holders of the Northern Pacific and Great Northern companies any and all shares of stock of those companies which it may have received from such stockholders in exchange for its own stock, or to make such transfer
and assignment to such person or persons as are now the holders and owners of its own stock originally issued in exchange for the stock of said companies. This the Supreme Court now confirms with liberty to the Circuit Court to proceed to the execution of its decree as the circum stances may require. At the present mo ment, however, it seems improbable that any further judicial action will be required. Within a week after the decision the direc torate of the Northern Securities Company have announced their intention to conform to the decree immediately. It is now pro posed to return to the stockholders pro rata all of the holdings of the Northern Securities Company in the Northern Pacific Company and in the Great Northern Company. The capital stock of the Northern Securities Com pany will be thus reduced by 99 per cent.; and the episode will then be closed. Thus the actual decision in the case of the United States v. Northern Securities Com pany et. al., is that this particular form of consolidation of interests,—a holding corpor ation uniting rival corporations in such a way as to suppress possible competition between them,—is in violation of the Federal anti trust act in that it is a combination in the form of a trust or otherwise in restraint of interstate or foreign commerce. A lawyer may not permit himself to discuss a decision of such moment until the full opinions are at hand; unless, indeed, this general comment may be made, that no radi cal change in the fundamental principles of the law governing the industrial organiza tion as a whole, can follow from an opinion like this upon a special issue decided by a court evenly divided by a radical opposition of tendencies where the balance of power is held by a judge of such conservatism.
