factor, as of course it should be. The officers
of the Prudential are united in their belief that this move
is of the greatest possible interest to its stockholders, as
well as to all of its policy-holders and its great army of
employees. The consummation of this arrangement insures the
continuance of the present management of the Prudential,
both in its home office and in the field. The advantages of
the plans of the trust company are too obvious to need
comment. It is expected to consummate this entire
transaction between the two companies on or about February
1, 1903."

The Insurance Commissioner of Massachusetts, on receipt of this
circular, wrote United States Senator John H. Dryden, president of the
Prudential Insurance Company of America, declining to approve of the
proposed exchange of stock on the ground that the merger was
antagonistic to the interests of policy-holders, inasmuch as it forever
deprived them of the power to dislodge the management from the control
of the institution. The minority stockholders petitioned the New Jersey
courts for an injunction to restrain the Prudential and the Trust
Company's directors from carrying out the proceeding for mutual control,
and Vice-Chancellor Stevenson enjoined the corporation from executing
its project. However, the reciprocal control was effected by the sale of
enough Prudential stock to the Fidelity, whose capital was increased for
the purpose of purchasing it, so that the Fidelity lacks but eight
shares to control absolutely the Prudential. As the situation stands
now, the Prudential directors control the Fidelity, and the Fidelity
holdings, with eight shares more, control the Prudential. Practically
the ring is about as hard to break into as the plan enjoined. Those who
control the Fidelity can always "dominate" the insurance company.
Minority stockholders and policy-holders alike are practically in the
hands of the trust company for all time, and the insurance company's
assets can be managed as the majority of the trust company's directors
dictate.

The director goes on to explain the relations between a life-insurance
company and a trust company, which, in the light of recent exposures,
seems prophetic.

"The money value of intimate relations between a majority of
the directors of a life-insurance company and a trust
company may be easily comprehended. These relations are at
the be