SUPREME COURT OF THE UNITED STATES
UNITED STATES v. PHILADELPHIA NATIONAL BANK ET AL.
374 U.S. 321
APPEAL FROM THE UNITED STATES DISTRICT COURT FOR THE EASTERN
DISTRICT OF PENNSYLVANIA.
No. 83. Argued February 20-21, 1963 -- Decided June 17, 1963
Appellees, a national bank and a state bank, are the second and third largest of the 42
commercial banks in the metropolitan area consisting of Philadelphia and its three
contiguous counties, and they have branches throughout that area. Appellees' boards of
directors approved an agreement for their consolidation, under which the national bank's
stockholders would retain their stock certificates, which would represent shares in the
consolidated bank, while the state bank's stockholders would surrender their shares in
exchange for shares in the consolidated bank. After obtaining reports, as required by the
Bank Merger Act of 1960, from the Board of Governors of the Federal Reserve System,
the Federal Deposit Insurance Corporation and the Attorney General, all of whom
advised that the proposed merger would substantially lessen competition in the area, the
Comptroller of the Currency approved it. The United States sued to enjoin consummation
of the proposed consolidation, on the ground, inter alia, that it would violate § 7 of the
The proposed consolidation of appellee banks is forbidden by § 7 of the Clayton Act, and
it must be enjoined. Pp. 323-372.
1. By the amendments to § 7 of the Clayton Act enacted in 1950, Congress intended to
close a loophole in the original section by broadening its scope so as to cover the entire
range of corporate amalgamations, from pure stock acquisitions to pure acquisitions of
assets, and it did not intend to exclude bank mergers. Pp. 335-349.
2. The Bank Merger Act of 1960, by directing the banking agencies to consider
competitive factors before approving mergers, did not immunize mergers approved by
them from operation of the federal antitrust laws; and the doctrine of primary jurisdiction
is not applicable here.
California v. Federal Power Commission
, 369 U.S. 482. Pp. 350-
3. The proposed consolidation of appellee banks would violate § 7 of the Clayton Act,
and it must be enjoined. Pp. 355-372.