eral Court or by the provisions of the five sections which follow, a railroad corporation "shall not, directly or indirectly, subscribe for, take or hold the stock or bonds of, or guarantee the bonds or dividends of, any other corporation." The New York, New Haven & Hartford Railroad Company, acting under authority of statutes of the State of Connecticut, but without authority from this Commonwealth, in the year 1903 entered upon the policy of owning and controlling, chiefly by the purchase and holding of stock, street railway companies in Connecticut and Massachusetts. This policy was begun by the acquisition on June 3, 1903, of 2,501 shares of the Worcester & Connecticut Eastern Railway Company, which subsequently became the Consolidated Railway Company of Connecticut, and the acquisition on May 24, 1904, of 2,499 shares, which, with the shares previously acquired, constituted the entire capital stock of such corporation. In May, 1905, the General Assembly of Connecticut amended the charter of the Consolidated Railway Company of Connecticut, and conferred upon it such extensive powers as to convert it in effect into a holding corporation (Connecticut Special Act, 1905, c. 706). Prior to the date last given, the Consolidated Railway Company had acquired all of the stock of the Worcester & Southbridge Street Railway Company, the Worcester & Blackstone Valley Street Railway Company, the Webster & Dudley Street Railway Company, the Worcester & Webster Street Railway Company, and a majority of the stock of the Berkshire Street Railway Company. These were not the only corporations so acquired by the Consolidated Railway Company of Connecticut; but, as instancing the method of acquisition by the New York, New Haven & Hartford Railroad Company through the instrumentality of the Consolidated Railway Company and of other organizations created for such purpose, they were made a basis for the legal proceedings to which I shall subsequently refer.

The Legislature of the year 1905, upon being advised of the situation with respect to the ownership by the New York, New Haven & Hartford Railroad Company of stock in Massachusetts street railway corporations, began an inquiry into

the facts relative to such acquisition. Upon April 28 of that year the House of Representatives received an opinion from my predecessor relative to the acts in question, which were therein stated to be illegal (see 2 Op. Atty.-Gen., 570); and upon the 5th of May following, an order was passed by the House of Representatives directing the Board of Railroad Commissioners "to require forthwith from the New York, New Haven & Hartford Railroad Company a statement in detail of the stock, bonds or other evidences of indebtedness of any street railway corporation which it held, for which it had subscribed or which it had guaranteed on the first day of May, 1905, and the dates on which they were acquired." The Commissioner of Corporations was also directed to require forthwith from the Consolidated Street Railway Company of Connecticut a list of the names and residences of such of the largest holders of stock on the first of May, 1905, as together owned a majority of such stock. To these orders replies were received on May 19 and May 16, respectively.

The Legislature of the succeeding year, on the 19th of June, submitted to me for my opinion a proposed bill entitled "An Act relative to Investments by Railroad Corporations in Street Railway Companies; " but such bill did not become a law, and by the re-enactment and codification of the railroad laws of that year, as St. 1906, c. 463, no change was made in the provision relating to the acquisition by a railroad corporation of stock in other corporations. At this session St. 1906, c. 372, which was drafted by me, was also enacted, which authorized the Attorney-General to proceed by an information in equity against any corporation which should assume or exercise a franchise or transact a business not authorized by the laws of the Commonwealth.

Under the authority of this statute, on Oct. 3, 1906, I began proceedings by filing an information in equity at the relation of the Commissioner of Corporations, alleging that the New York, New Haven & Hartford Railroad Company had directly or indirectly subscribed for, taken and held the stock and bonds, and had guaranteed the bonds and dividends, of the domestic street railway corporations already referred

to, without authority in law and in violation of the provisions of St. 1906, c. 463, part II., § 57, and praying for an injunction to restrain the respondent from the commission or continuance of the acts alleged in the information to be illegal. At the same time there were filed an information in the nature of quo warranto, brought by the AttorneyGeneral in his own name, containing substantially the same allegations, and two bills in equity directed against the Worcester & Webster Street Railway Company and the Webster & Dudley Street Railway Company, respectively, under the provision of St. 1906, c. 463, part III., § 58, which provides that if a foreign corporation which owns or controls a majority of the capital stock of a domestic street railway company issues stock, bonds or other evidences of indebtedness based upon or secured by the property, franchise or stock of such domestic street railway company, unless such issue is authorized by the law of this Commonwealth, the Supreme Judicial Court shall have jurisdiction in equity in its discretion to dissolve such domestic corporation. The informations directed against the New York, New Haven & Hartford Railroad Company were brought upon the theory that the respondent itself had acquired and was holding stock of the domestic street railway companies, and that the Consolidated Railway Company of Connecticut was but an instrumentality or device of the respondent.. The bills in equity against the Worcester & Webster and Webster & Dudley street railway companies were brought upon the alternative theory that the stock of the domestic street railway companies in question was held by the Consolidated Railway Company, a foreign corporation, which could be effectively reached only through the dissolution of the domestic corporation, the stock of which it held. In the case of the information in the nature of quo warranto, the court, in an opinion handed down on Jan. 14, 1908 (see 197 Mass. 194), upon demurrer, decided that subsequent to the passage of St. 1906, c. 372, the Attorney-General could not maintain an information at law in the nature of quo warranto to prevent by injunction the exercise by a corporation of powers ultra vires where he does not desire any other judgment against it; and the suits against the Worcester & Webster Street Railway Com

pany and the Webster & Dudley Street Railway Company, respectively, are in effect disposed of by the later decision in Attorney-General ex rel. v. New York, New Haven & Hartford Railroad Company (198 Mass. 413). In the last proceeding referred to, Attorney-General ex rel. v. New York, New Haven & Hartford Railroad Company, brought under the provisions of St. 1906, c. 372, the contentions of the Commonwealth were sustained throughout, as will appear from a consideration of the opinion. A decree was entered, as follows:

DECREE.

This case came on to be further heard after a rescript, and was argued by counsel, and thereupon, upon consideration thereof, and in accordance with said rescript, it appeared that, at the time of the filing of the master's report herein, the Worcester & Southbridge Street Railway Company, the Worcester & Blackstone Valley Street Railway Company, the Worcester & Webster Street Railway Company, the Webster & Dudley Street Railway Company, the Berkshire Street Railway Company and the Springfield Street Railway Company, all being street railway corporations incorporated under and by virtue of the laws of this Commonwealth, and mentioned in the information, were, directly or indirectly, held, controlled and managed in the interests of the defendant, and that the capital stock of the said street railway companies was then, directly or indirectly, held by the defendant; and said cause having been reserved for the full court upon the entry of said master's report, and having been argued before the full court upon the same footing, and a rescript having been sent down upon the same footing, and nothing to the contrary having appeared up to the time of the sending down of said rescript,

It is ordered, adjudged and decreed as follows:

The defendant is, and its officers, directors, attorneys, agents and employees, respectively and collectively, are hereby enjoined and restrained:

1. From subscribing for or taking, directly or indirectly, the capital stock of the Worcester & Southbridge Street Railway Company, the Worcester & Blackstone Valley Street Railway Company, the Worcester & Webster Street Railway Company, the Webster & Dudley Street Railway Company, the Berkshire Street Railway Company and the Springfield Street Railway Company, or either of them, all being street railway corporations incorporated under and by virtue of the laws of this Commonwealth, and mentioned in the information.

2. From assuming or exercising the franchise or privilege of

subscribing for, or taking, directly or indirectly, the stock of said street railway corporations, or either of them.

3. From holding, directly or indirectly, the stock of said street railway corporations, or either of them, after the first day of July, in the year 1909.

4. From assuming or exercising the franchise or privilege of holding, directly or indirectly, the stock of said street railway corporations, or either of them, after the first day of July, in the year 1909.

Provided, however, That nothing herein contained shall affect existing leases executed in accordance with the provisions of chapter 293 of the Acts of the year 1901 of this Commonwealth.

And it is further ordered, That this decree be entered as of the eighth day of May, in the year 1908.

And it is further ordered, That the Attorney-General recover his costs, taxed at $2,585.40, and there be execution therefor,

from which the respondent appealed, and that appeal is now pending before the full court.

While these proceedings were pending, to wit, in June, 1907, the New York, New Haven & Hartford Railroad Company acquired the control of about 109,000 shares of the stock of the Boston & Maine Railroad, a consolidated corporation chartered in this Commonwealth and in the States of Maine and New Hampshire. To this acquisition of control the attention of the Legislature was directed, and St. 1907, c. 585, entitled "An Act to restrain the Consolidation of Railroad Corporations," was enacted. This statute in express terms forbade any corporation owning, leasing or operating a railroad within the Commonwealth to acquire, directly or indirectly, the shares of the capital stock of any domestic railroad company not lawfully leased, owned or operated by it prior to the first day of May, 1907, except under specific authority of the Legislature, and containing a further provision that "no such corporation nor any person in its behalf shall, prior to the first day of July, nineteen hundred and eight, vote any such stock which it now holds or may acquire in its own name or in that of any person or corporation acting in its interest, nor attempt to vote the same, at any meeting of the stockholders of such domestic railroad company, nor exercise, nor attempt to exercise, di