United States v. Union Pacific R. Co. - 226 U.S. 470 (1913)
U.S. Supreme Court
United States v. Union Pacific R. Co., 226 U.S. 470 (1913)
United States v. Union Pacific Railroad Company
Submitted December 19, 1912
Decided January 6, 1913
226 U.S. 470
Each case under the Sherman Act must stand upon its own facts, and this Court will not regard the methods provided in decrees of other cases as precedents necessarily to be followed where a different situation is presented for consideration.
The ultimate determination of the affairs of a corporation rests with its stockholders, and arises from their power to choose the governing board of directors, and this Court will not approve a method of distributing stock of a railroad company held by a competitor so that the natural result will be that a majority of the governing boards of both roads shall consist of the same persons.
In this case, it is not impossible under the plan proposed that this result will happen, and therefore it is not approved.
The main purpose of the Sherman Anti-Trust Act is to forbid combinations and conspiracies in undue restraint of interstate trade and to end them by as effectual means as the court may provide.
A court of equity dealing with an illegal combination should conserve the property interests involved, but never in such wise as to sacrifice the purpose of the statute.
Without precluding the district court from considering all plans submitted as provided by the former opinion and the decree (ante, p. 226 U. S. 61), this Court now holds that a transfer of the stock of the Southern Pacific Company to the stockholders of the Union Pacific Railroad Company would not so effectually end the combination as to comply with the decree.
The facts, which involve the method of effectually dissolving a combination found to be illegal under the Sherman Anti-Trust Act, are stated in the opinion.