2

4

for such bank or other corporation in such capacity his eligibility to 1 act in such capacity shall not be affected and he shall not become or be deemed amenable to any of the provisions hereof by reason of any change in the affairs of such bank or other corporation from whatsoever cause, whether specifically excepted by any of the provisions 5 hereof or not, until the expiration of one year from the date of his election or employment.

7

9

SEC. 9. Every president, director, officer or manager of any firm, 8 association or corporation engaged in commerce as a common carrier, who embezzles, steals, abstracts or willfully misapplies, or willfully 10 permits to be misapplied, any of the moneys, funds, credits, securities, 11 property or assets of such firm, association or corporation, arising or 12 accruing from, or used in, such commerce, in whole or in part, or will- 13 fully or knowingly converts the same to his own use or to the use of 14 another, shall be deemed guilty of a felony and upon conviction 15 shall be fined not less than $500 or confined in the penitentiary not 16 less than one year nor more than ten years, or both, in the discretion 17 of the court.

18

Prosecutions hereunder may be in the district court of the United 19 States for the district wherein the offense may have been committed. 20

That nothing in this section shall be held to take away or impair the 21 jurisdiction of the courts of the several States under the laws thereof; 22 and a judgment of conviction or acquittal on the merits under the 23 laws of any State shall be a bar to any prosecution hereunder for the 24 same act or acts.

25

SEC. 10. That after two years from the approval of this Act no com- 26 mon carrier engaged in commerce shall have any dealings in securities, 27 supplies or other articles of commerce, or shall make or have any con- 28 tracts for construction or maintenance of any kind, to the amount of 29 more than $50,000, in the aggregate, in any one year, with another 30 corporation, firm, partnership or association when the said common 31 carrier shall have upon its board of directors or as its president, man- 32 ager or as its purchasing or selling officer, or agent in the particular 33 transaction, any person who is at the same time a director, manager, or 34 purchasing or selling officer of, or who has any substantial interest in, 35 such other corporation, firm, partnership or association, unless and ex- 36 cept such purchases shall be made from, or such dealings shall be with, 37 the bidder whose bid is the most favorable to such common carrier, to 38 be ascertained by competitive bidding under regulations to be pre- 39 scribed by rule or otherwise by the Interstate Commerce Commission. 40 No bid shall be received unless the name and address of the bidder or 41 the names and addresses of the officers, directors and general managers 42 thereof, if the bidder be a corporation, or of the members, if it be a 43 partnership or firm, be given with the bid.

44

Any person who shall, directly or indirectly, do or attempt to do 45 anything to prevent anyone from bidding or shall do any act to pre- 46 vent free and fair competition among the bidders or those desiring to 47 bid shall be punished as prescribed in this section in the case of an officer 48 or director.

49

Every such common carrier having any such transactions or making 50 any such purchases shall within thirty days after making the same file 51 with the Interstate Commerce Commission a full and detailed state- 52 ment of the transaction showing the manner of the competitive bid- 53 ding, who were the bidders, and the names and addresses of the direc- 54

1 tors and officers of the corporations and the members of the firm or 2 partnership bidding; and whenever the said commission shall, after 3 investigation or hearing, have reason to believe that the law has been 4 violated in and about the said purchases or transactions it shall trans5 mit all papers and documents and its own views or findings regarding 6 the transaction to the Attorney General.

7 If any common carrier shall violate this section it shall be fined not 8 exceeding $25,000; and every such director, agent, manager or officer 9 thereof who shall have knowingly voted for or directed the act con10 stituting such violation or who shall have aided or abetted in such 11 violation shall be deemed guilty of a misdemeanor and shall be fined 12 not exceeding $5,000, or confined in jail not exceeding one year, or both, 13 in the discretion of the court.

14 SEC. 11. That authority to enforce compliance with sections two, 15 three, seven and eight of this Act by the persons respectively subject 16 thereto is hereby vested: in the Interstate Commerce Commission 17 where applicable to common carriers, in the Federal Reserve Board 18 where applicable to banks, banking associations and trust companies, 19 and in the Federal Trade Commission where applicable to all other 20 character of commerce, to be exercised as follows:

21 Whenever the commission or board vested with jurisdiction thereof 22 shall have reason to believe that any person is violating or has vio23 lated any of the provisions of sections two, three, seven and eight of 24 this Act, it shall issue and serve upon such person a complaint stating 25 its charges in that respect, and containing a notice of a hearing upon 26 a day and at a place therein fixed at least thirty days after the service 27 of said complaint. The person so complained of shall have the right 28 to appear at the place and time so fixed and show cause why an order 29 should not be entered by the commission or board requiring such 30 person to cease and desist from the violation of the law so charged in 31 said complaint. Any person may make application, and upon good 32 cause shown may be allowed by the commission or board, to intervene 33 and appear in said proceeding by counsel or in person. The testi34 mony in any such proceeding shall be reduced to writing and filed in 35 the office of the commission or board. If upon such hearing the com36 mission or board, as the case may be, shall be of the opinion that any 37 of the provisions of said sections have been or are being violated, it 38 shall make a report in writing in which it shall state its findings as to 39 the facts, and shall issue and cause to be served on such person an 40 order requiring such person to cease and desist from such violations, 41 and divest itself of the stock held or rid itself of the directors chosen 42 contrary to the provisions of sections seven and eight of this Act, if 43 any there be, in the manner and within the time fixed by said order. 44 Until a transcript of the record in such hearing shall have been filed 45 in a circuit court of appeals of the United States, as hereinafter pro46 vided, the commission or board may at any time, upon such notice 47 and in such manner as it shall deem proper, modify or set aside, in 48 whole or in part, any report or any order made or issued by it under 49 this section.

50 If such person fails or neglects to obey such order of the commission 51 or board while the same is in effect, the commission or board may 52 apply to the circuit court of appeals of the United States, within any 53 circuit where the violation complained of was or is being committed 54 or where such person resides or carries on business, for the enforce

nent of its order, and shall certify and file with its application a 1 transcript of the entire record in the proceeding, including all the 2 testimony taken and the report and order of the commission or board. Upon such filing of the application and transcript the court shall 4 cause notice thereof to be served upon such person and thereupon 5 shall have jurisdiction of the proceeding and of the question determined therein, and shall have power to make and enter upon the 7 pleadings, testimony, and proceedings set forth in such transcript a 8 decree affirming, modifying, or setting aside the order of the commis- 9 sion or board. The findings of the commission or board as to the 10 facts, if supported by testimony, shall be conclusive. If either party 11 shall apply to the court for leave to adduce additional evidence, and 12 shall show to the satisfaction of the court that such additional evi- 13 dence is material and that there were reasonable grounds for the 14 failure to adduce such evidence in the proceeding before the commis- 15 sion or board, the court may order such additional evidence to be 16 taken before the commission or board and to be adduced upon the 17 hearing in such manner and upon such terms and conditions as to 18 the court may seem proper. The commission or board may modify 19 its findings as to the facts, or make new findings, by reason of the 20 additional evidence so taken, and it shall file such modified or new 21 findings, which, if supported by testimony, shall be conclusive, and 22 its recommendation, if any, for the modification or setting aside of 23 its original order, with the return of such additional evidence. The 24 judgment and decree of the court shall be final, except that the same 25 shall be subject to review by the Supreme Court upon certiorari as 26 provided in section two hundred and forty of the Judicial Code. 27 Any party required by such order of the commission or board to 28 cease and desist from a violation charged may obtain a review of such 29 order in said circuit court of appeals by filing in the court a written 30 petition praying that the order of the commission or board be set 31 aside. A copy of such petition shall be forthwith served upon the 32 commission or board, and thereupon the commission or board forth- 33 with shall certify and file in the court a transcript of the record as 34 hereinbefore provided. Upon the filing of the transcript the court 35 shall have the same jurisdiction to affirm, set aside, or modify the 36 order of the commission or board as in the case of an application by 37 the commission or board for the enforcement of its order, and the 38 findings of the commission or board as to the facts, if supported by 39 testimony, shall in like manner be conclusive.

40

The jurisdiction of the circuit court of appeals of the United States 41 to enforce, set aside, or modify orders of the commission or board 42 shall be exclusive.

43

Such proceedings in the circuit court of appeals shall be given 44 precedence over other cases pending therein, and shall be in every 45 way expedited. No order of the commission or board or the judgment 46 of the court to enforce the same shall in any wise relieve or absolve 47 any person from any liability under the antitrust Acts.

48

Complaints, orders, and other processes of the commission or board 49 under this section may be served by anyone duly authorized by the 50 commission or board, either (a) by delivering a copy thereof to the 51 person to be served, or to a member of the partnership to be served, 52 or to the president, secretary, or other executive officer or a director 53 of the corporation to be served; or (b) by leaving a copy thereof at 54

1 the principal office or place of business of such person; or (c) by reg2 istering and mailing a copy thereof addressed to such person at his 3 principal office or place of business. The verified return by the per4 son so serving said complaint, order, or other process setting forth the 5 manner of said service shall be proof of the same, and the return 6 post-office receipt for said complaint, order, or other process regis7 tered and mailed as aforesaid shall be proof of the service of the same. 8 SEC. 12. That any suit, action, or proceeding under the antitrust 9 laws against a corporation may be brought not only in the judicial 10 district whereof it is an inhabitant, but also in any district wherein it 11 may be found or transacts business; and all process in such cases may 12 be served in the district of which it is an inhabitant, or wherever it may 13 be found.

14 SEC. 13. That in any suit, action, or proceeding brought by or on 15 behalf of the United States subpoenas for witnesses who are required 16 to attend a court of the United States in any judicial district in any 17 case, civil or criminal, arising under the antitrust laws may run into 18 any other district: Provided, That in civil cases no writ of subpœna shall 19 issue for witnesses living out of the district in which the court is held 20 at a greater distance than one hundred miles from the place of holding 21 the same without the permission of the trial court being first had 22 upon proper application and cause shown.

23 SEC. 14. That whenever a corporation shall violate any of the penal 24 provisions of the antitrust laws, such violation shall be deemed to be 25 also that of the individual directors, officers, or agents of such cor26 poration who shall have authorized, ordered, or done any of the acts 27 constituting in whole or in part such violation, and such violation 28 shall be deemed a misdemeanor, and upon conviction therefor of 29 any such director, officer, or agent he shall be punished by a fine of 30 not exceeding $5,000 or by imprisonment for not exceeding one year, 31 or by both, in the discretion of the court.

32 SEC. 15. That the several district courts of the United States are 33 hereby invested with jurisdiction to prevent and restrain violations 34 of this Act, and it shall be the duty of the several district attorneys 35 of the United States, in their respective districts, under the direction 36 of the Attorney General, to institute proceedings in equity to prevent 37 and restrain such violations. Such proceedings may be by way 38 of petition setting forth the case and praying that such violation 39 shall be enjoined or otherwise prohibited. When the parties com40 plained of shall have been duly notified of such petition, the court 41 shall proceed, as soon as may be, to the hearing and determination 42 of the case; and pending such petition, and before final decree, the 43 court may at any time make such temporary restraining order or 44 prohibition as shall be deemed just in the premises. Whenever 45 it shall appear to the court before which any such proceeding may 46 be pending that the ends of justice require that other parties should 47 be brought before the court, the court may cause them to be sum48 moned whether they reside in the district in which the court is held 49 or not, and subpoenas to that end may be served in any district by 50 the marshal thereof.

51 SEC. 16. That any person, firm, corporation, or association shall be 52 entitled to sue for and have injunctive relief, in any court of the 53 United States having jurisdiction over the parties, against threat54 ened loss or damage by a violation of the antitrust laws, including

sections two, three, seven and eight of this Act, when and under 1 the same conditions and principles as injunctive relief against 2 threatened conduct that will cause loss or damage is granted by courts 3 of equity, under the rules governing such proceedings, and upon 4 the execution of proper bond against damages for an injunction 5 improvidently granted and a showing that the danger of irreparable 6 loss or damage is immediate, a preliminary injunction may issue: 7 Provided, That nothing herein contained shall be construed to entitle 8 any person, firm, corporation, or association, except the United 9 States, to bring suit in equity for injunctive relief against any 10 common carrier subject to the provisions of the Act to regulate com- 11 merce, approved February fourth, eighteen hundred and eighty-seven, 12 in respect of any matter subject to the regulation, supervision, or other 13 jurisdiction of the Interstate Commerce Commission.

14

SEC. 17. That no preliminary injunction shall be issued without 15 notice to the opposite party.

16

No temporary restraining order shall be granted without notice to 17 the opposite party unless it shall clearly appear from specific facts 18 shown by affidavit or by the verified bill that immediate and irrepa- 19 rable injury, loss, or damage will result to the applicant before notice 20 can be served and a hearing had thereon. Every such temporary 21 restraining order shall be indorsed with the date and hour of issuance, 22 shall be forthwith filed in the clerk's office and entered of record, 23 shall define the injury and state why it is irreparable and why the 24 order was granted without notice, and shall by its terms expire within 25 such time after entry, not to exceed ten days, as the court or judge 26 may fix, unless within the time so fixed the order is extended for a like 27 period for good cause shown, and the reasons for such extension 28 shall be entered of record. In case a temporary restraining order 29 shall be granted without notice in the contingency specified, the matter 30 of the issuance of a preliminary injunction shall be set down for a 31 hearing at the earliest possible time and shall take precedence of all 32 matters except older matters of the same character; and when 33 the same comes up for hearing the party obtaining the temporary 34 restraining order shall proceed with the application for a preliminary 35 injunction, and if he does not do so the court shall dissolve the tem- 36 porary restraining order. Upon two days' notice to the party obtain- 37 ing such temporary restraining order the opposite party may appear 38 and move the dissolution or modification of the order, and in that 39 event the court or judge shall proceed to hear and determine the 40 motion as expeditiously as the ends of justice may require.

41

Section two hundred and sixty-three of an Act entitled "An Act to 42 codify, revise, and amend the laws relating to the judiciary," ap- 43 proved March third, nineteen hundred and eleven, is hereby repealed. 44 Nothing in this section contained shall be deemed to alter, repeal, 45 or amend section two hundred and sixty-six of an Act entitled "An 46 Act to codify, revise, and amend the laws relating to the judiciary," 47 approved March third, nineteen hundred and eleven.

48

SEC. 18. That, except as otherwise provided in section 16 of this 49 Act, no restraining order or interlocutory order of injunction shall 50 issue, except upon the giving of security by the applicant in such sum 51 as the court or judge may deem proper, conditioned upon the payment 52 of such costs and damages as may be incurred or suffered by any 53