Union Pacific Tried to Conceal ‘Offhand’ Remarks Threatening Shippers

It was the annual conference of the Southwest Association of Rail Shippers (SWARS), held this March. Union Pacific CEO Jim Vena was delivering the keynote address to hundreds of shippers, and the question of customers who oppose the railroad’s $85 billion merger with Norfolk Southern, which would create the largest freight rail company in American history, came up.

Vena delivered a direct threat. His exact words: “I’ll probably increase everybody’s rates that said they didn’t want a seamless railroad by 3 or 4 extra percent to teach you a lesson.”

In October, the Canadian railway holding company CPKC and a coalition of shipper associations asked the Surface Transportation Board (STB) to compel Union Pacific to release the SWARS video as part of the agency’s ongoing review of the proposed merger. An administrative law judge subsequently ordered the railroad to make the video public by October 30. Rather than comply with the order, Union Pacific filed an appeal to keep the damning video under wraps. But last week, the STB unanimously rejected the railroad’s request for a temporary stay. Union Pacific published the video against its own wishes on November 5.

In an accompanying statement, the railroad tried to walk back Vena’s comments, chalking them up to him being a “dynamic speaker,” and suggesting he was only joking. “Let us be clear: Union Pacific does not retaliate against customers. A customer’s position on the merger will not determine its rates or how we deliver service,” the statement explains. Union Pacific also encouraged customers to “participate freely and candidly” in the STB’s merger review proceeding.

None of that changes the fact that if the merger goes through, Vena would have unprecedented leverage over anyone who needs freight rail service. That’s why even if Vena’s remarks had not come to light, the broad alliance of workers, shippers, and direct competitors has steadfastly opposed this unprecedented megamerger. Both economic theory and practical experience demonstrate that combining the two railroads would stifle competition, worsen working conditions, and increase prices, among other projected harms that Vena has dismissed. Still, the CEO of one of the largest railroads in the U.S. suggesting that he would punish critics of his company’s consolidation plans sounds less like a gag than a line written for a fictional supervillain. Poking the bear in the middle of a contentious regulatory review process is a peculiar power move, if not outright careless.

Ashley Nowicki, a policy analyst at the American Economic Liberties Project (AELP), likened Vena’s remarks to “a smoking gun that you would [see] in a movie,” rather than an actual CEO “saying this in real life in front of cameras.” If Vena had the audacity to make those comments in a “pretty public forum,” she said, “imagine what he’s saying when there are no cameras around.”

On the same day Union Pacific filed its appeal, CPKC urged the STB to “terminate this poisoned proceeding now” in a 193-page filing with the agency. The STB responded on November 4, writing in part that it has “serious concerns about whether Vena’s statement at SWARS—as reflected in the recording—may be influencing certain stakeholders’ willingness to participate in this proceeding or share their own views without fear of commercial repercussions.”

The STB went on to assert that it has zero tolerance for retaliation, whether real or perceived, against participating industry stakeholders, also emphasizing that it will consider any evidence of retaliation, which “may affect how the Board proceeds.”

Shipper associations like the Alliance for Chemical Distribution (ACD) have attested to the chilling effect customers have experienced in connection with the merger review proceeding.

“The fear of retaliation is real, and many customers cannot afford to risk their business relationships by speaking out against the merger,” ACD President and CEO Eric Byer said in a statement. “No business should have to choose between protecting its livelihood and speaking up about a merger that could impact its future.”

THE VAST MAJORITY OF RAIL LABOR remains opposed to Union Pacific’s proposed tie-up with Norfolk Southern. Among the first unions to voice their opposition was the Brotherhood of Locomotive Engineers and Trainmen (BLET). When it did in December 2025, BLET was joined by the Brotherhood of Maintenance of Way Employees (BMWED). The two unions, which comprise the Teamsters Rail Conference, represent 53 percent of unionized employees at Union Pacific and Norfolk Southern.

“We were the first organization to talk to [Vena] when they announced the merger,” BLET National President Mark Wallace told the Prospect. “He didn’t negotiate with us.”

In the interim, Vena made other rail labor groups an offer they could not refuse. The only problem was that it was the same offer he made to BLET: the so-called “jobs-for-life” guarantee.

“What he sort of explained to us in the first meeting is what ended up being on paper for some of the other unions that signed it,” Wallace said. “When we started asking [Vena] questions … it was very apparent to us that we couldn’t enter into an agreement like that until we had some more protections in writing for our members.”

One month before BLET and BMWED announced their opposition, the Sheet Metal, Air, Rail and Transportation Workers–Transportation Division (SMART-TD), which represents about a quarter of the entire unionized Class I freight rail workforce, reversed course and endorsed the merger in light of the jobs guarantee. The American Train Dispatchers Association has also endorsed the merger.

Although Union Pacific has maintained that the jobs guarantee is “unprecedented,” the railroad’s 1996 merger with the Southern Pacific Transportation Company saw the STB mandate standard New York Dock labor protections for all unionized employees. Wallace characterized these protections as “better” than the jobs guarantee, though they have been criticized for having gaps that can leave some workers exposed to the downstream effects of consolidation.

But Dock protections are enforceable. According to Wallace, BLET asked Union Pacific to support similar labor protections, but Vena didn’t budge on the union’s demand.

“What some people see as a gold standard is actually fool’s gold,” said Wallace. “Unless you have it in writing what your location is going to be, that you’re going to be [practicing the same] craft, and that your income is protected, then none of that matters to me—it doesn’t matter to our members.”

He continued: “Our members didn’t take a job in a small town in a community so they could be ripped away from that community [and] have to finish their career somewhere else.”

VENA MET WITH PRESIDENT TRUMP and administration officials at the White House on September 9, 2025, to discuss the proposed merger. Strangely, Trump asked him where to send the National Guard at a time when the administration was waging a domestic law-and-order campaign against Democratic-controlled cities (with the other common thread being urban municipalities, each with a notable population of Black residents).

Vena recommended two cities: Memphis, Tennessee, and St. Louis, Missouri. Trump promptly signed an executive order to deploy National Guard troops to Memphis, though a Tennessee state judge blocked the deployment months later.

What’s more, Union Pacific quietly donated $2.5 million to Trump’s ballroom project, according to a secret donor list obtained by The Washington Post last month.

Referring to the rail industry, Nowicki told the Prospect: “There’s been a lot of talk about oversight and investigations, and this is a ripe opportunity.”

That oversight could start with the merger, but it doesn’t have to end there. Democrats have an opportunity to leverage majority rule to hand down heavy scrutiny of consolidation in the rail industry. The more optimistic view is that Democrats can use that power to unwind railroad monopolies, and potentially nationalize some of them in a future administration. In any case, what’s stopping Democrats from bringing down the hammer on the rail barons of today?

“Vena thinks he’s above the law,” Nowicki said. “His comments were just insane, brazen and gross, and I really hope that the next Congress does something about it.”

For Rep. Chris Deluzio (D-PA), a fierce rail safety advocate who recently won re-election in Pennsylvania’s 17th District with 64 percent of the vote, Vena’s remarks represent “exactly what the American people rejected this week at the ballot box: wanna-be monopolists making illegal threats and throwing their corporate power around to get what they want,” he said in a post on X. In his capacity as a member of the House Committee on Transportation and Infrastructure, Deluzio serves on the Subcommittee on Railroads, Pipelines, and Hazardous Materials.

Deluzio continued: “I’m fighting in Congress to break this corrupt power.”

At any rate, on the legal merits, the STB evaluates rail mergers and acquisitions in two overarching ways. First, the agency considers the competitive effects of potential consolidation, much like the Federal Trade Commission or Department of Justice. (The latter agency is expected to weigh in on the merger soon.) The second test administered by the STB is its determination of whether a deal is consistent with the public interest. Failing either test means the deal falls apart.

Union Pacific and Norfolk Southern have—to put it charitably—faced a number of obstacles throughout the merger review process, albeit much of it at their own hands. The railroads’ regulatory blunders do not seem to be inspiring confidence among STB officials. Richard Kloster, a Republican board member, wrote in a September procedural commentary that Union Pacific and Norfolk Southern “still have a long way to go” to demonstrate that the merger is in line with the public interest.

Kloster observed that Union Pacific and Norfolk Southern “have submitted thousands of pages of documents, yet they do not offer a very robust plan for how they will address competitive concerns or mitigate potential harms.” He also scrutinized their reliance on the benefits of intermodal shipments, “a market segment which, by today’s standards, is already competitive.”

If it is any consolation to the railroads, Kloster said that he remains “open-minded.”