LJ Marquis & Co. v. Securities and Exchange Commission, 134 F.2d 822 (3d Cir. 1943)

Seymour M. Heilbron, of New York City (Hays, St. John, Abramson & Schulman, of New York City, on the brief), for petitioner.

Edward S. Pinney, of New York City (Wayne Johnson and Frederick S. Beebe, both of New York City, on the brief), for Columbia Gas & Electric Corporation.

James B. Alley, of New York City, for intervenor Columbia Oil & Gasoline Corporation.

Sidney R. Nussenfeld, of New York City (Wagner, Quillinan, Wagner & Tennant, of New York City, on the brief), for William H. Danforth, amicus curiae.

Paul E. Krause, Corp. Counsel, and James H. Lee, Asst. Corp. Counsel, both of Detroit, Mich., filed a brief for intervenor City of Detroit.

Roger S. Foster and Sidney H. Wilmer, both of Philadelphia, Pa. (John F. Davis and Homer Kripke, both of Philadelphia, Pa., on the brief), for respondent.

Before MARIS, JONES, and GOODRICH, Circuit Judges.

PER CURIAM.

The present petition brings to us for review an order of the Securities and Exchange Commission entered October 2, 1942 approving a plan filed by Columbia Gas & Electric Corporation and Columbia Oil & Gasoline Corporation under Section 11(e) of the Public Utility Holding Company Act of 1935, 15 U.S.C.A. § 79k (b, e). The plan is designed to effect a compliance with the provisions of Section 11(b) of the act and also to solve certain problems facing the companies which arise under the antitrust laws. The Commission found the plan to be necessary to effectuate the provisions of Section 11(b) and to be fair and equitable to the persons affected thereby and accordingly approved it. The petition to review its order was filed by certain common stockholders of Columbia Oil & Gasoline Corporation originally in the Circuit Court of Appeals for the Second Circuit and was transferred by that court, 134 F.2d 335, to this court since we had acquired exclusive jurisdiction of the order through the filing of the transcript of the record pursuant to another petition to review *823 the same order filed with us by Columbia Oil & Gasoline Corporation (No. 8223). See Columbia Oil & Gasoline Corp. v. Securities & Exchange Commission, 3 Cir., 134 F.2d 265.

The petitioners contend, for a number of reasons which they state, that the Commission erred in finding the plan fair and equitable as to them and that its order approving the plan should, therefore, be set aside. We cannot agree. On the contrary we are fully satisfied that the Commission's findings are supported by substantial evidence and that its conclusion that the plan is fair and equitable is in turn supported by these findings. The reasons for its conclusion are ably set out in its exhaustive opinion, ___ S.E.C. ___, and no useful purpose would be served by repeating them here. Suffice it to say that we think them an adequate answer to the petitioners' contentions.

It is also urged that the Commission erred in stating in its order that consummation of the plan would constitute compliance with its order under Section 11(b) (2) of the act for redistribution of voting power and that in any event the case is moot by reason of the expiration of the plan according to its own terms. We need only say as to these contentions that we have examined them and find them wholly without merit.

The order of the Commission is affirmed.