Eder v. Patterson

While I agree with the result stated in this opinion, I would like to add *Page 157 this: If it appeared that a backer of one permittee owned more than 50 per cent of the stock of a corporation which was a backer of another permittee of another class, I think the commission would be justified in at least a prima facie conclusion that there was a violation of the statute. It seems to me that this follows from the decisions cited in the majority opinion. Thus, in Rochester Telephone Corporation v. United States, supra, it is said: "Usually the management of corporate affairs is vested in the stockholders and where a majority of the voting stock is owned by another corporation, the control of the first company resides there." In United States v. Northern Securities Co., supra, the court cited a number of cases which it said distinctly recognized the fact that "the ownership of a majority of the capital stock of a corporation gives one the mastery and control of the corporation." The difficulty with the application of this principle to the cases here is that neither presented a situation where the individual backer owned a majority of stock in the corporate backer. The mere finding that one who was an "employee and permittee" of the backer also owned certain stock, without more, was not, in my judgment, sufficient in itself to show that the backer could so command that stock as to give him control of the corporation, although particular circumstances might justify a conclusion of the commission that this was so.

In this opinion BROWN, J., concurred. *Page 158