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Union Pacific's purchase of US Rail rival is subject to lengthy review

Surface Transportation Board, an independent federal agency in Washington that oversees the rail industry's competition and important areas, will have to approve Union Pacific's proposal for the purchase of smaller rail operator Norfolk Southern.

The $85 billion agreement announced on Tuesday will create the first coast-tocoast freight rail operator in the United States and transform the movement of goods, from grains to automobiles across the U.S.

Here are the details about the board, and what they will be looking at in relation to the Union Pacific transaction.

What is the Surface Transportation Board (STB)?

The agency was created in 1996 and reviews rail mergers, rate issues, service concerns, and large construction projects. The Interstate Commerce Commission was founded in 1887 and it replaced this agency.

Patrick Fuchs, STB Chairman, has stated that he would like the agency to update its regulatory framework in order to increase competition and lower regulatory barriers. In 2021, the board rejected Canadian National’s plan to put Kansas City Southern into a temporary “voting trust” that would have allowed Kansas City Southern's shareholders to get consideration for the deal without waiting for full regulatory approval. This, along with a higher offer from another Canadian railway, led to the end of Canadian National's bid.

What is the procedure for a merger of railroads?

It could take up to a year for approval. The applicant must first submit a notice stating that they plan to request merger approval.

Three to six months later, the application for merger is filed. The STB will then decide whether the merger is complete. It will open for 90 days for public comment and response.

The board could spend an additional year holding an hearing and receiving rebuttals or filings. The board usually takes 90 days after the evidence has been closed to write an opinion, which includes a period of oversight.

The Attorney General can also weigh in on mergers of large railroads. This gives the Justice Department an opportunity to have a say in the merger.

What is the typical recommendation of the board for a merger in rail?

After a seven-day public hearing, the STB approved the acquisition of Kansas City Southern Railway Company, by Canadian Pacific Railway Limited. The approval included an unprecedented seven year period of oversight and many conditions, including those addressing environmental impacts, preserving competition, protecting railroad workers, as well as promoting efficient passenger rail.

What will the Board consider when evaluating the Union Pacific merger?

This is the first deal to be reviewed under the 2001 rules that "substantially increased the burden on applicants" to prove that a proposed deal would be in public interest. They would also be required to demonstrate how the deal would increase competition in certain key areas. The board will also examine how product shippers view the deal, and its impact on labor unions.

The Surface Transportation Board will hear arguments on Tuesday from the largest U.S. railroad union, the International Association of Sheet Metal, Air, Rail and Transportation Workers.

The company is concerned that the deal will reduce employee safety, job security and service quality.

(source: Reuters)