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Show PLAN OF ROAD IS OPPOSED Transfer of Union Pacific Paci-fic Stock Would Not End the Merger. Washington. Jan. 6. The supreme Court today held that the plan advanced advanc-ed b linion Pacific attorn'- ol d posing ol the entire suo( kholdings ol 'the Union Pacific Railroad company in the Southern Pacific com pan J bj transfer to the sio kholders of the ' Union Pacific company would aol so effectually end the Pnion Pacific merger mer-ger as to comply with its dissolution decree. I'nlon Pacific attorneys claimed for jthe Union Pacific stockholders the exclusive ex-clusive privilege of taking over the $125,650,000 worth of Southern Pa i 'fi stock which the Union Paciflt owns in violation of the Sherman anti-trust law Wickersham Opposes Plan, attorney General Wickersham opposed op-posed any plan that gave the Union Pacific stockholders an exeiusie privilege priv-ilege of buying the Southern Pacific I stock in question He was willing to approve, however, a plau for the Union Un-ion Pacific stor kholders to share in a distribution with the Southern Pacific Pa-cific stockholders other than the Union Un-ion Pac iflc Railroad company Court s Decision. Announcing the decision of the court todav. Justice Daj said: "The proposal to dlstrihute the stock among the shareholders of the Union Pacific- company or to sell the stock to such shareholders, if gran' ed, will in effect transfer the stock from the Oregon Short Line company, which now holds It for the Union Pa-1 Pa-1 Iflc company, to the stockholders who own and control the latter company. com-pany. "The court Is of the opinion that this distribution of sales cannot be ordered The ultimate determination of the atfairs of a corporation rests with its stockholders and arises from their power to choose the governing : board of directors After such distribution, distri-bution, as is now proposed, the stockholders stock-holders of the Union Pacific com pur may dominate and control not onlv the Union Pacific company, but the Southern Pacific company as well. "In rejecting the proposal for the transfer of the Southern Pacific company's com-pany's stock held for the Union Pacific Paci-fic company (either by distribution among or sale to the stockholders of the Union Pacific company) we do not mean to preclude the district court from considering and acting upon up-on plans which may be submitted to It under the former opinion and de cree of the court We are of the ; opinion, however, and now hold that the proposed plan of disposition of the entire stockholding of the Union 'Pacific company In the Southern Pa- I aciIM coilipiiliv 111 i lit ouuuiri 11 r .1- iclflc c ompany by transfer to the stockholders stock-holders of the Union Pacific company will not so effectually end the combination combi-nation as to comply with the decree heretofore ordered to be entered by t his court Railroad Attorneys' Contention. Railroad attorneys had held that Union Pacific shareholders should be recognized as qualified buyers cf Southern Pacific stock "In order that they may have an opportunitv to protect pro-tect themselves against a sacrifice of 1 his valuable asset covered bv investment invest-ment " They claimed that the so-called con-trollinc con-trollinc Interest in the Union Pacific-held Pacific-held only 18 per cut of the stock of the Union Pacific and there! would be able to buy only 1. per cent of the total capitalisation of the Southern Pacific company attorney General Wickersham held that m the interest of competition the two sets of Stockholders should share in buying the disputed stock. |