The Sun. — London, England, 1849-04-12 00:00:00

repaid on that (ay ?—I h ‘,l not disc.)ve:cti ti extent o! the error. Mr, Prance—Assign a date to your di-covery of the error.—On tia!? 20 of February, af7er the tn , eting. Mr. Love —You have stated, ha l you purchased shares in the market to the amount c'llrgei to Mr. Hu , lson, you would havo been charred a c irnmilaion ; would the commission in that case be a.) much as 3ou have paid to Mr. Hudson ?—This wr.s the first transaction, and at that time I couidered it WA; the commission %hie!' would have been charged. Mr. Love—Are you not aware that all the p rinci p al brok ers w i t h w h om you have dealt have charged Only half the rate paid to Mr. Hudson ?—Yes, of c mrse ; George Baker and Son, and others. Mr. Prance—Do you state the ground of the error in to which you had fallen in your supposed estimate o' Mr. Plews, that you added to 21 an item of 5i.31.3 6d , which appears at the foot of that statement ?—Yes. Mr. Prance—lf this be a true expl.tnation, why wa. not the same princip!e applied to the 100/. shares, and also to the 401. shares, viz., iu the ease of the 100/shar-s adding to 2361. 103. (see Mr. Plow's statement), the amount 16/. 17s. 6d., similarly appended at the fo. , t at the statement, with the 3/. 3s. 6d., as applying to the 15/. shares, which would thus have brought out the price oi the 100/. shares 253/. 7s. a, and to the 40/ shares add the sum 1 11. 125., similarly appearing at the foot of the page, which would thus make their price 72/. 12s. per share?—Because I took the result of the detailed calcu lation of the 100/. shares and 40/. shares as given on Mr. Plow's paper. Mr. Clayton—ls there any detailed calculation of the 151. shares on Mr. Plew's paper2—No. Mr. Prance—ln your opinion, as a principle of equity, ought not Mr. Hudson to have been content with a noga tive advantage of escaping the necessity of paying a commission, without adding thereto the positive advan tage of receiving a commission?—Under the circum stances, when the transaction occurred, I thought Mr. Hudson was entitled to the commission. Mr. Shield—ls there any principle of equity which prescribes the duty of either receiving or not receiving brokerage, or is such a receipt or non•receipt a mere matter of bargain or of calculation with reference to cir• cumatances?—l am not aware of any such principle. Mr. Love—My reason for asking you why you charged a commission in this particular instance is, that Mr. Hudson individually is the seller to himself, ai trustee to the York, Newcastle, and Berwick share holders, and do you not conceive that this is a circum stance which would render the charge of commission an unjust one? If I had, at the time of the transaction. seen it in the light you now put it, I should not have charged it without full authority. Mr. GEORGE Ilupsoles Examination. Mr. Prance—Do you desire to offer anything by way of explanation of a sale of Great North of England shares, debited to the York, Newcastle, and Berwick Company, 131,867/. 9s. 3d?-1f the committee thing pro per to ask me any questions respecting this matter, 1 shall be very :happy to answer them, and also to give them any information in my power. Mr. L - dve—Did the board Of directors authoriz. you to • purchase these chares, and if so, at what period?—lm mediately after the meeting, on the 26th of October, 1846, to the best of my recollection, a board meeting was held, and a general instruction was given to me to carry out the resolution of that meeting to purchase the shares, in accordance with the plan which had been submitted to the meeting of proprietors, by which the stock was ere ated for the express purpose of such purchase; for it would be impossible to meet the payment of Great North of England shares by raising a capital of three millions and a half in in one day, that is, on the Ist July, 1850. Mr. Love—When did you sell these shares to the eampany?-on - the day after the meeting. Mr. Love—Did you formally acquaint the board that you, individually, had sold to the company. of which you were chairman and trustee, certain Great North of Eng land shares, amounting to 131,8671. 9s. 3,1. in October, 1846?—No; nor did I acquaint them with the purchase of any other shares during the whole of the time it WAS under my management. Before I made the sale or fixed the price at which I would dispose of the shares to the company, Mr. Plews and Mr. Oxley were requested by !tie and the board to furnish an estimate at what price It would be advantageous for the company to purchase the shares; to the best of my belied and conviction I charged them at a lower price than that estimate; I did not then think, nor do I now think, that inasmuch as the company were compelled to be purchasers in 1350, my position did p reven t me b e i ng a seller , at a proper price, as any other individual, and I also felt I had strone claims on the eempany for the best prise they could afford to give, inasmuch as I bad given up to the com• pany a very large sum guaranteed, which I held in my own right, amounting to 3,2501 a year, which would have produced me a very considerable income. Mr. Love—Are you aware that there is no minute made by the directors either on the 26th October, 1846. or at any other time, that they had requested Mr. News and Mr. Oxley to furnish estimates of the value of Great North of England shares?—l am not aware that there is; but there is no doubt of the fact that such instruction was given. Love—You have stated that the shareholders of the York, Newcastle, and Berwick Railway, at the spe cis! meeting authorised the purchase of Great North of Englat d Railway shares; can you point out any parti cular resolution to that efl'-et?—l refer you to Resolution No: 2at that meeting, taken more particularly in con nexion with the statements I made to the meeting, ano at the York and North Midland meeting held on the same day and place. Mr. Love—ls not resolution No. 2, to which von hare referred, strictly limit e d t o a prov i s i on f or the -purchase of the Great North of England C Joopony's railway and works, and not to a particular purchase of the shares?— Iconsider the resolution of proprietors expressly autho rised the purchase of shares; I could only purchase the railway and works by the purchase of the shares. Mr. Prance—The principle of the calculation adopted by Mr. Plews is to ascertain that if money borrowed a , five per cent. was invested in Great North of Eagland shares at certain prices, what profit would have accrued to the porch .ser when paid off at 2501. in July, 1850; the results, assuming that his calculations were arithme tically correct, were that 100/. shares at the price of 2361. 10s. would have left a profit of 71. 55.; 401. shares at 611. would have left a profit of 2/. HO.; 15/. shares at 21/. would have left a profit of ss. 3d.—how can such a calculation be applicable to the duty which devolved on you, viz., to have purchased for the company, of which you were trustee, shares at the lowest possible price,and would not the average price which had prevailed on the Stock Exchange of London for a certain period, say six months preceding, have been a fairer principle than that of Mr. Plew's calculation?—Experience has taught me that in attempting to buy any large quantity of good shares, it is utterly impossible to obtain them without ma terially advancing the price. I give an instance: last Sa turday I wrote to two brokers in London to purchase Great North of England shares at about the price of the day; the answers I have got are, that they are unable to make any purchases whatever, though the Stock Exchange List showed sales on that day. I believe, but for the un fortunate error respecting the 15/. shares, the sum paid to me for my shares would not be more than 5001. above the market value at that time. Mr. Prance—Would not your experience have equally led you to the discovery that any considerable sale, such as yours to the company, would have had the effect of depressing the price, and that a similar difficulty of find ing purchasers would have been felt, as you now describe, in finding sellers?—Under ordinary circum-tances I think it possible it might have that cif, ct ; but with the resolu tion of the Newcastle and Berwick Company promul gated in the London Stock Exchange, I don't think that the effect would be to lower the price; on the contrary, to raise it, in consequence of the company being known to be large buyers of the shares. Mr. Clayton -..What written evidence is there that the share which have been purchased for the company have been so purchased and are so held?—l put in a deed of trust, dated January 25, 1849, executed under the seal et the company by myself end my colleagues, and by three directors of the York, Newcastle, and Berwick company. Mr. Love—What is the unfortunate error you refer to with regard to the 151 shares?—ln fixing the price which I thought in fairness I ought to receive from the com pany, the prices estimated by Mr. Plews, and shown to Zile by Mr. Close, was 241. 3s. 6 I. per share as a price at 'which it was advantageous for the company to purchase; I then directed 'alr. Close to put them down to the com pany at 231. 10s. per share, and I never discovered that there was any error, or doubted that the transaction was perfectly correct, until Monday morning before the meet lug coming to York, I was looking at the average put in 'the statement, it struck me that the average looked very high, but before the statement was sent out, it was sub• flitted to a meeting of the board, and although some of the directors went into the calculations, yet none of them bade any remark as to the high average of those shores. Upon arriving in York, I went into Mr. Close's office, and I stated to him that the average looked very high, and asked of whom had been bought the largest number of those shares. lie referred to the books of the company, and stated they were principally bought of isle. I said, then turn to see what are the prices given for the same description of shares to other parties; upon which, seeing that the shares taken of me were at a higher price than those taken of other parties, I said I Must pay th e 11. ca ll d ue upon th em immediately, and, after the meeting, you and I must go carefully into that Itecount, and we must have the matter set right, but I cannot attend to it until after the meeting. I received Ito intimation from any party whatever that there was auything wrong in the price of the shares, or in the statement ; and although I felt that something was wrong, I was not aware until afterwards of the extent o f that wrong. Had it been my intention to have concealed gave been .have taken a n a d vantage of the company, it would eve been very easy to have published that account in a manner that the error would not have been so palpable. Mr. Love —Why did you not mention, when you had proceeded so far as to move the adoption of the report sit the h alf-yearl y yecarly meeting held on the 20th of February last, TR Of the (}rest North there was an error in the statement reason was, thatl''rth of England purchase account?—One error; but still I r I was not aware of the extent of the beenedrzet that I did not at once state that y discovered. an error had Mr. Love—Did duced, to the York, ° N ew re c l la y by the cheque now pro the sum of 2 ,8741., h e i ng a i s re , and Berwick Company, per share on 2,874 Great North of England 151. shares sold by you to the court pas did. Mr. Prance—What induced yo t 9 fix on this parti cular sum of 11. per share as the of your over- Viarge?—l did not fix it as the limit Ttthe overcharge, p_ aid on the calls, .out paid the 11. per share as beim-. I would go Care nd I distinctly stated in paying the 1 / 7 , aged correct any 'cilY into the matter after the meeting, father error that might exist. ti0b21.!......L0ve—T0 whom did you make this communica kurt ? To Mr. Close. Prance --Am Ito wag si tnel understand that the sum of 11. to ply a payment on account towards an error, the 1044 :_a0, nut of which was hereafter to be ascertaieed, Diltlvace then to be paid?—Most elettnotly 49. THE SUN, Mr Love— What means had the directors of nicer tainirg whether ihe tyiymout 'natio to you on the 27th o.:tober, 1846, of 81,104 was correct, they not having had any report made to them of your sale to the com paiy?—l have no recollection what representation was R11.•to to the directors, but I have no doubt that they were in '‘:rrned that it had been expended in the purchase of Great North of 11:,,gland shares. Nit.. Prance—Have you any objection to state to this committee at what periol and under what circumstances you became possessed of the Great North of England shares you subsequ , ntly ,01,1 to this company F—To the best of my recolls-c•bn I bought every shAre in the open market through brokers, in the latter part of September and the month of October, 1846. Mr. Prance—Have you any objection to produce your brokers' cor.traets?—l should have no objection if I had them, but I have them not. Mr. Prance—Have you any objection to state whether, when you purchased the shares, they were transferred into your own name?—l would like this question to be repeated to-morrow. SATURDAY, MAncu 10. Mr. GEORGLI lluDsoN's Examination resumed. Mr. fludson—ln answer to the previous question I put in this paper. (The , f.,llowing is a copy):— " MR. HUDSON'S SHARES. . • " 1001. Shares-2 transfrrred to Messrs. Hudson, Richardson, and Nicholson; 32 to Mr. Richard Nichol son; 117 t ) Josh. Laurence in the first instance, and from him on one deed to Mr. Hudson, Richardson, and Nicholson: 151. "401. Shares-342 transferred in the first instance to Philip Cazenove, from him to Messrs. Hudson, Richard son, and Nicholson. " 30/. Shares-13 transferred to Messrs. Hudson, Richardson, and Nicholson; 78 to Richard Nichol son: 91. " 15/. Shares-46 transferred to Messrs. Hudson, Richardson, and Nicholson; 1,241 to Mr. Richard Nicholson; 1,587 to Josh. Laurence in the first instsnce, and from him to Messrs. Hudson, Richardson, and Nicholson: 2,874." Mr. Clayton—Mr. Plews state•' that at the time of the contract for the purchase of the Great North of England Railway, and up to the passing of the Act of July 27, 1846, for carrying out that contract, you were not registered as a holder of any shares in the Great North of England Railway; were you directly or indi. rectly interested in any share in that railway at those periods?—l had no interest whatever, either directly or indirectly, nor did I gain one shilling by the purchase. Mr. Clayton—With respect to the sale of shares by you, Mr. Hudson, to the company, did it never occur to you that there was an impropriety in your taking part in fixing the prices at which these shares should be pur chased?—No, nor do I think so still, provided I had fixed a price at which it was advantageous for the corn pany to purchase at ; I considered it nothing more than the discounting of the company's bill, which must be paid in July, 1850. Although I feel justified in the course that I took, yet, before the statement of accounts was made up of the Great North of England purchase, it did occur to me that it was possible that some objec cions might be taken to the sale, and, although not then clnscious of any mistake, I stated my intention to Mr. Close to have the accounts made out at the price the shares actually cost rue, as near as he could ascertain; but some few days after, upon a carefulconsideration of all the liabilities which I was under of a personal nature for the company, having an action pending of 5,000/., and also having advanced 16,500/. for West Durham share 4, both of which liabilities, so far as they exist, I came under solely and entirely tor the benefit of the company, I felt that, in justice to my own protection, I ought not to give up that which I believed fairly be longed to me; but I helieve when the mistake is cor rected, I shall not be a gainer of 1,0001. on the whole transaction. Mr. Prance—Are you not aware that the 85th clause of the Companies Clauses Consolidation Act spe cially enacts that " No person holding an office or place of trust or profit under the company, or interested in any contract with the company, shall be capable of being a director, and no director shall be capable of being interested iu any contract with the company during the time he shall be a director?"—l think in this cisr., the Act of Parliament compelling the com pany to become purchasers, I had no recourse than eventually to sell to them, as in the case of a railway having power to tuke a director's land, the sale is com pulsory in both cases. . _ Mr. Love—But there is the peculiarity in this trans action that you purchased these shares after the passing of the Great North of England Act, requiring the sale of them to the York, Newcastle, and Berwick Company on or before July, 1850. Why, therefore, did you not purchase them in the first instance for that company, of which you were chairman, instead of for yourself?--I had no authority at that time to purchase them. Mr. Love—Can you put in any evidence of the cost to you of the shares you sold to the company ?—I cannot do ,o at present, but will endeavour to do so before the corn. mittee closes.—(See Appendix.) Mr. Prance—ln connexion with the question I last addressed to you, is not clause 85 of the Railway Clauses Consolidation Act also in harmony with the general principle of English law, that no trustee shall deal for his own benefit with the property of his cestuique trust, and sin with the general law of broker and principal? —I sm not a lawyer, but your question does not in my mind apply, as I am not only a trustee, but also as a large sharato:der in the York, Newcastle, and Berwick Coin p•sey, one of the cestuique trust, and, therefore, act in both capacities; and the Act leaves me no option but compels me to act as heat. MONDAY, MARCH 12. Mr. CLOSE'S Be-examination resumed. (Sundry Accounts exhibited.) Mr. Love—Are these the accounts current of certain transactions with Mr. Allhusen ?—Yes. Mr. Love—Do th, y contain Lull particulars of the en lire sAle, by Mr. Alihusen, to the company ?—Yes; I be livve ;hey do. Mr. Love—And do they contain parti;tulars of all the payments t , ) Mr. Allhuse❑ ?—They do not contain payment of 2,0001. mule on the sth of May, 1847 ; cne of 1,000/, made on the 18th of Mg ; one of 850/., nrtde on the 21st May ; ono of 159/. 10s., made on 31st May. Mr. Love—Have you Mr. Allhusen's receipts for these four items ?—Y's, I proluce them. Mr. Love—Have 3ou any contracts of sale from Mr. Allhustii to the company ?—I am not aware of any, but I will look through the correspondence with Mr. A I I h usc,n. Mr. Prance—Have you received any reply to your l-tter t 9 Messrs. Laurt•nce, Cazenove, and Co., asking for duplicates of the original contracts?—l bare not. Mr. Love—Would you be so good as to inform this clmtuittee whether the plyment alleged to be paid to C. Allhusrn, of 6,6001., June, 8, 1848, and of 2,5001, March 11, 1843, are entered in the ledger of the Great North of England Purchase?—Yes; in pages 25 and 26 in the ledger. TUESDAY, MARCh 13. Mr. GEORGE HODSON'S R—examination resumed. Mr. Prance—ln our examination yesterday of the account of Mr. C. Sstterthwaite, a letter from him was presented to us, stating that the amount that he received 250 Great North of England 301. shares was 16,694., viz , for the shares 16,500/., and 1001.lfor the stamps; while the books of the company describe the transaction thus:—" 250 30/. shares, 16,4621. 10s. ; tames, 1001.; commission, 1001. Total, 16,6621. 10s." Can )on explain to the committee this apparent discre pancy ?—I bought of Mr. Satterthwaite 250 shares at 661. per share. He brought them to my house at Albert g.ite. I give him my own cheque on Glyn and Co. for the money, and I am almost as unable to account for the mistake as Mr. Close. The only probable solution of the matter I can give is, that I recollect that, at about that tinw, having requested him, Mr. Close, to pay 1001. to my account, on account of travelling expenses. I find, from a search of the books, that I have, not, for the last fifteen or sixteen months, received one sixpense on that account from the company; so that, in point of fact, the mistake is 37/. 104. against me. There was, undoubtedly, uo commission paid. Mr. CLOSES Examination resumed. Mr. Love—Who gave you authority to pay the sum of 16,652/. 13s. on the sth of April last to Mr. Hudson, and on wt,at account was that sum paid?—l took my directions from Mr. Hudson, and gave a cheque of the directors for the amount. It was paid to Mr. Hudson's private account at the York Union Bank, viz., 16,5624 los. on the sth of April, and 1001. on the 12th of May ; I understood it to be for Mr. Sattertbwaite's shares. Mr. Love—Are you aware that Mr. Hudson pur chased these shares when in London, and paid for them there; and, if so, are you certain that the order to pay the sum of 16.662/ 10s. was given verbally or by letter?—Mr. Iluds.in gave ire orders verbally, I am certain of that. Mr. Love—Anil did you, in accordance with such orders, so enter the purchase in the books of the cora pany ? —Yes ; it was on such verbal order that I did so ent,r it. Mr. Prance—Produce to this committee all the cor respondence between you and Mr. Satterthwaite on this subject.—l produce copies of my letters to Mr. Satter thwaite, and his original letters in reply thereto. The following is a copy of the correspondence thus exhibited: Englandllrllu,l3Bo7. shares purchasedme in March last or in April; trouble you to sendasale note, and also a plo"yrtS.hiirOih you 250 Great It becomes neces saryhe c x o t nimittee which receipt for the amount of purchase . to have formal receipts for are about to investigate this account ne "I am, sir, your obedient servant, ek. (Signed) " Joart C " To C. Satterthwaite , Es q ., 38, Thr ogmorton!ftr s :e . " MR. SATTERTHWAITE ' S REPLY. " London, Feb. 26, 1849. " Sir,—Yours to hand, I did not make the usual notes of sale as in the case where I obtained a commission, having treated Mr. Hudson merely as a dealer in the transaction. I think Mr. Hudson will have a note in his possession, which will be all you require. " In requesting a receipt, do you wish me to give you a stamped receipt. Mr. Hudson gave me his own cheque for the amount, and I think ho will find a note from the acknewledging the same.—Yours truly, (Signed) C. SATTERTHWAITE. " John Close, Esq." JOHN CLOSE TO C. NATTERTHWAITE. " February 28, 1849. " Sir,—ln reply to your letter of the 26th inst., I shall be obbged by your giving me a receipt on a stamp for the 16,562/. 10s. paid to you by Mr. Hudson for Great North of England shares. " I beg to enclose a 10s. stamp. " Apologizing for this trouble, I am, Sir, yours very obediently, (Signed) " JOHN CLOSE. To C. Satterthwaite, Esq.. Stock Exchange, London." C. SATTERTHWAITE'S REPLY. " London, March 1, 1849. " Sir,—Yours to hand yostgday, 10414 •tamp; the LONDON, TIIITRSDAY EVENING, APRIL 12, 1849. neutralized our intentions, by defeating our object of secrecy. Mr. Love—Are you not aware that the directors are required by Act of Parliament to cause notes, minutes, or copies of contracts enter, d into by the directors, and all orders and proceedings of the directors and commit tees of directors, to be duly entered in books, to be from time to time provided fur the purpose, which shall bo kept wider the superintendence of the directors?—We are quite aware of this clause, and are quite aware, in general practice, cannot be applied in strictness, and that directors are very often obliged to exercise their discre tion independent of the Act of Parliament. Mr. Prance—ln what consists, in this particular in stance, the difficulty of literally complying with the 92d clause of the Special Act of the Newcastle and Darling ton Company?—lt would have defeated the object we bad in view; the object being to save the money of the shareholders. Mr. Clayton—Did you think by recording the minute greater publicity would be given to it? —Certainly. Mr. Clayton—And did you deem publicity undesir able?—Unquestionably. Mr. Clayton—Was it your opinion that the entry of the minute of the proceedings would tend to give it pub lici.y ?--We think it would have that tendency. Mr. Love—Did the directors at any time require from Mr. Hudson particulars of the purchases he had made of Great North of England shares on behalf of this com pany?—We never inquired. Mr. Love—Did you examine the statement of Great North of England Purchase Account to 25th January, 1849, as exhibited at the general meeting of proprietors on the 20th February, 1249?—N0t minutely. Mr. Love—Did the auditors submit that statement to the directors, at a meeting of their bJard, fur their sanc tion prior to publication?--We are not aware whether they did or did not. _ . Mr. Love—Wero you present at a meeting of the board on the 13th February, 1649? Mr. Tee—l was. Mr. Wood—l was not. Mr. Love—Did not the auditors on that occasion ex hibit the statement of Great North of England Purchase account, above referred to, for the approval of the di rectors prior to publication? Mr. Tee—Not in my presence. Mr. Love —Then you cannot say you gave your ap proval to the average prices of the shares as there stated being inserted in that publication?—Mr. Tee—No. Mr. CLOSE Re-examined.: Mr. Prance—Have you a rough minute book besides the one now exhibited?—l have no other minute book except the committee of management book. Mr. Love—ls there in the committee of management minute book any record of the proceedings of the whole body of directors?—No. Mr. Love—ls there a record of the board of directors which met on the 13th February, 1849?—Yes; the paper I now produce. (Copied from the original, by Mr. Clayton, so far as re lates to the Great North of England Purchase Ac count.) "YORK, FEB. 13, 1849. "G.H. in the chair.—R. Davies, James Richardson, N. Plews, C. Tea, J. Simpson. That this statement be approved. " Money.—Plews issue a circular at 41. per cent. Offer 4 per cent. for three or five years. " G. N. E. Purchase Shares.—Parties—fr o m the al. tered state till nearer the time of completion of pur chase 4 per cent. in advance." Mr. GEORGE HUDSON Re-examined. Mr. Prance—At a special meeting of 1846,th d to have company, September 14, 1846, you are reported in a the ai Railwayth tha t the Times, Vol. ix., No. 38, September lg used these words The chairman ex had not purchased a single share= "either in the Great North of England or the Hull and Selby Line, and con sequently he had not made a single sixpence by as either joint shareholder the purchases. He had no interest in the lines except as the trustee for the interest of the shareholders ov er whom he had the honour to preside, and with them." Then, if so, how could you so soon depart from the salutary rule which you had pre scribed for yourself, as the measure of your duty, by placing your own individual interests in competition with that of the company for which you were trustee? I hive no recollection of the words which you quote from the Railway Times. I have already given my reasons why I felt justified in the course I took. Mr. Prance—The first call on the Great North of England Purchase shares became due 25th November, 1846, and your purchase for the company being 27th October, 1846, you informed us that an advance of money by the York Union Banking Company furnished you by anticipation with the means of pa) ing such pur chase. What was the necessity for haste? Was the then market price so low, relative to previous months, as to make it appear desirable not to endanger losing a favourable opportunity for investment by investing nearly 100,0001. over and above the proceeds of such call ?—I thought that the prices would rise in the market, the com pany being purchasers, and I used the best judgment I could in the matter. Mr. Love—You said yesterday that 15,061 of the Great North of England Purchase shares are unissued; has not the difference in price of those shares been so great that at one time a loss of nearly;6o,oooL would have been sustained by their sale, and at,another time nearly 90,000 L profit would have accred by that operation; why, therefore, did you not avail yourself of the very favour able state of the market to sell them at the latter period for the benefit of the company, or else why not have ac quainted the shareholders, and left it to their discretion? —To the best of my belief the shareholders were aware of it; but Ldo not think it wise to issue guaranteed shares of a large interest to a greater extent than is absolutely dia L so o hy v ae c sp A bo r e e eyso ) , n-odujnu therefore, l a s are that these are not gua ranteed shares as with stock guarantee d ranmlltierre: the same extent. perpetuity?—Not y o t o e in s — am l a e m rt; rule . a t po ? ly to N suc ht Mr. Love—What amount of cAll per share has been made on the shares issued ?-8/. Mr. Love—Does there not remain 171. per share to call between the present time and the let July, 1850?—There does. Mr. Love—Should the calls not be made by the Ist July, 1650, and the Great North of England proprietors require to be paid on that day, what course could you adopt to pay so large a sum of money on one day without placing this company in great danger, you not having made a provision for it?—That is a matter of finance which I should have taken into consideration at the proper time. lam not prepared to say at present what course I may adopt; at all events, the holders of those shares would be entitled to pay up their calls by 1850, if they think proper; but in all prob Ability, as the time drew nearer for the completion of the purchase, I should have made arrangements satisfactory to both parties, as to the calls and as to the payment. Mr. Clayton—The committee find in some original contracts of Messrs. Laurence, Cazenove, and Co., a rate of brokerage is charged lower than the rate charged in their accounts current; can you account for or explain this discrepancy ? —lt is very well known by gentlemen on the Stock Exchange that brokers allow bankers half commission, and their being allowed in this as in all other instances, allowe•l the bank half commission. Mr. Clayton—To whom have they allowed the half commission in this particular case?—To the York Union Bank. generally, and more es p ec i a l Mr. Love—How could t h at apply in Laurence ' s case current, dated 24th to 28th January inclusive, when all in this particular account the original contracts were charged to the company at the reduced commission charged by other brokers, and when there is a difference in amount between the original contracts and the account current of 63/. 17s. Bd.?—The charge is not made to the Company, b u t to me, and the half commission, as is usual inthese cases, was paid all by me to the bankers. Mr. Love—Did you give the order as a banker, or as chairman of this company ?-1 could not separate the two capacities. Mr. Love—Did not your duty to this comp3nY.rend er it necessary for you to separate the two capacities ?—I think I have done fairly in the transaction betweenth. Mr. Love—What was your reason for with tadopting the same favourable terms of commission Laurence large and Co., through whom you bought a amount of shares, as with other brokers through who myo u bought a small one.—Laurence and C o. are employe d by bank, and I thought it was a fa ir banker ' s char g e. Mr. Love—Have you any objection to authorise us to the inspect the books of the York Union Banking Company, to see whether the half commission allowed by Messrs. Laurence and Co., has from time to time since October, 1846, been carried to the credit of the profit and loss ac count of the bank?—l do not think it would be consis tent with my duty to do so. Mr. Love—What have the bank to do with purchases of shares, as they did not send the orders P—l transacted that myself, as from the bank. Mr. Love—Does not the bank charge for payments made in town, independently of a charge made for com mission on shares bought?—No doubt about it. Mr. Love—Are you aware that Laurence and Co. made no mention of the York Union Banking Company in their correspondence respecting the shares purchased by the company, and does not the extract from their books I now exhibit make it still more clear the bankers a re no parties to the transactions? (Copy.) Extracted by Mr. LOVE. " To Geo. Hudson, Esq., Newby j Park. Jan. 31, 1849. We send to Mr. Close the account of the G. N. E. shares bought for to-day amounting to 12,168/. Bs. 2d., and we shall want an extension of credit at Glyn's. " To John Close, Esq. " 81st Jan.. 1849. " We inclose the account of the G. N. E. shares bought for this settlement, and advise the amount to Mr. Hudson," Mr. Hudson—l am not aware they do not make any mention of the bank. I know nothing of the extract now produced, Mr. Love-.4Y011 say halter and Son treated you banker. Be so good as to look at their contracts; are they not made out to the York, Newcastle, and Berwick Company; if so, what have the bankers to do With the transaction?—l apprehend if they had been ordered through the company, full ectitlMlAZloil would have been charged. Mr. Love—l-tow tan "oil tic for, than then tt "Ptes , ly §tily.s.d dies/ lire bougnt for the company r—l was the party in the transaction on behalf of the com pany. Mr. PRANCE Examined. Mr. Love—lt has appeared in evidence before this committee that in the month of October, 18.16, certain Great North of England 151. shares were transferred into your name at 19i premium or 211. per share; ought this price to be taken as a measure of your opinion of the intrinsic value of the share?—Most assuredly not; it would, perhaps, have done so in the case of an ordinary purchaser, but in my case as a dealer it would by no means have justified such a conclusion. Mr. Love—Have the goodness to explain to this com mittee in what respect a purchase by a dealer would differ from that of an ordinary purchaser as a criterion of his 0510 9 ,0-14 wall gie clearly Se L can; thQUgh I amount I received frcut Mr. lludson was 16,6001, buing; 16,5001. for shares, 100/. for stamp-.—Yours truly, (Signed) " C. SATTERTHWAITE. " John Close, Eq." Joint Examination of JAMES RICHARDSON and ROBERT DAVIES, t wo of the directors of this company. . . Mr. Prance—Did you gentlemen sign on the 27th October, 1846, a cheque for 81,1001.; and also one on the 27th November, 1846, for 50,767/. 9s. 3d.; and are these the cheques now produced?-IVe signed the cheques now produced, but on what particular day we cannot charge our memories. Mr. Pran — ce—What authority had you to sign them?— We signed them as directors of the company. Mr. Prance—For what purposes were such payments made?—For the payment of purchase of Great North of England shares, as expressed in the cheques. Mr. Prance—Are there any minutes of the board of directors giving you such authority on setting forth the purposes of plyruent ?—We have reason to believe that no such minute was made. Mr. Prance—Are you not aware that clause 98 of the Companies Clauses Consolidation. Act specially enacts that the " directors shall cause notes, minutes, or copies, as the case may require, of all appointments made, or contracts entered into, by the directors, to be duly en tered in books to be from time to time provided fur the purpose ;" and was it not your especial duty, as mem bers of the legal profession, to see that this enactment should have been observed 2—ln signing those cheques vre considered we were performing a ministerial act, in carrying out the previous understanding of the board, and that the clause referred to did not apply to the case. Mr. Love—What previous understanding do you re fer to ?—To an understanding that had been come to by the board immediately after the general meeting, that the chairman should have the entire management of the purchase of these shares. Mr. Prance—ls there any record or evidence in the books of the company of such understanding ?-00 referring to the minute-book we do not find any such entry. Mr. Love—What do you mean by a ministerial act ; you, yourselves, as directors, representing the executive body ?—When we signed those cheques we considered we were merely carrying out the previously expressed de. tercaination of the board. • Mr. Love—What security have the company against the improper payments of money, if you sign a cheque without having first ascertained for what, and on whose authority, it has been paid ?—We are apprised by the secretary, Mr. Close, that shares had been obtained for the company to that amount. Mr. Clayton—Was there any reason for not recording the understanding or determination of the directors to which you have referred?—The reason was, it was thought advantageous that the shares should be obtained as qui€tly as possible, because if it were known that the company were purchasers, the shares would be more dif ficult to obtain. Mr. Clayton—Were you aware that any of these shares were purchased for the company of Mr. liudsou himself ? —We were not. Mr. Prance—Referring you to your answer - to Mr. Love's last question, do you consider that the assertion of the secretary—that shares had been obtained by he company to that amount—was sufficient evidence of the fact to justify your signing a cheque for 81,1001.? — We did. Mr. Love—When did you first become acquainted with the fact that Mr. Hudson had been a large seller of the Great North of England shares to this company?— When he himself stated it at the last half•yearly meeting. Mr. Flzws Reexamined. Mr. Love—Are not the calculations in your paper simply a comparison of values?—They are a comparison of values, assuming the prices in the London market of the day as the standard. Have you ever furnished this company with mor e statements of compar a ti ve value than one?—Never. Mr. Clayton—ln making a statement of comparative value, did you ascertain separately the value of each description of share to a party investing money at 5 per cent.?—l did. Mr. Love ---Were you aware of the extent of Mr. Allhasen's sale to the company P—l was not; I may as well save trouble at once by avowing that until the 12th of February last, when I came to York, I never saw a single account of the purchase of Great North of Eng land shares by the company, but I kept a regular account as chairman of the Great North of England Company of the shares as transferred. Sir JOUR SIMPSON, one of the Directors, Examined. Mr. Clayton—Were you present at the meeting of the board of directors previous to the general meeting of the company on the 20th of February last?—l was. Mr. Clayton—Did anything pass in your hearing be tween Mr. Hudson and Mr. Close with respect to the 151. shares of the Great North of England Company? —I heard Mr. Hudson say to Mr. Close, " I am sure, or I am sati s fi e d, t h ere i s someth i ng wrong in these 151. shares; we most look into it after the meeting." Mr. Love—Were you aware at that time that Mr. Hudson had been a large seller of Great North of Eng land shares to this company?—Not at all. Mr. Love—When did you become aware of this fact? —Not until the last half-yearly general meeting. MR. HUDSON'S Re-examination resumed. Mr. Clayton—ln your previous evidence you have stated that the prices shown to you by Mr. Close, as es timated by Mr. Flews applicable to the 151. shares, was 24/. 3s. 6d.; on looking at the statement of value prepared by Mr. Flews, do you find that to be the case? --No, I find that Mr. Close was in error, and that the prices i.n,ht to have been 211. ss. 3d. per share. Mr. Prance—What was your inducement to select the 15/. Groat North of England shares in which to invest the company's funds, when even from Mr. Plewb's own calculation, apart from tho error you attribute to Mr. Close, they left so small a profit in comparison with the 100/, 40/., and 30L shares P—My plan was this, to take the value of the 1001. shares, and to buy the others in proportion. _ Me. Prance—You assign the date of the 27th October, 1846, as that o your purchase for the company of Great North of England shares. How could any investment have taken place at this date, when the first call on the Great North of England purchase shares did not occur until the 25th November, and the money having to be paid in various parts of the kingdom, could not actually be in the company's treasury until early in December?— There was no difficulty about that; the York Union Bank advanced the money. Mr. Prance—You stated, in answer to a former ques tion of mine, why you bought shares for yourself, instead of the company, that you had no authority at that time to purchase for them. Then why did you not defer the purchase until you had obtained that authority?—l did defer purchasing for the company until I had that authority. Mr. Prance—And do you not consider another evil re sulted to the company from having purchased the shares first on your own account, as, by the purchase of so many, you thereby raised the market value of all futtire pur chases of Great North of. England shares by the York, Newcastle, and Berwick Company to their prejudice?— No doubt it would have that effect for a tieae, but the effect would gradually subside, the amount 130,0001 being small i n compar i son with the whole amount of Great North of England stock, viz., 3} millions. Mr. Prance—You have stated to this committee that, on Monday, the 19th of February last, a doubt was for the first time entertained by you, that the average price of the 151. shares sold by you to the company was too high. How can you reconcile this with a speech you made at the half-yearly meeting on the 20th February, and thus reported in the public prints: " The chairman said he might have g one wrong in the early stage of these proceedings, but, if he had made an error in this instance, he had teen right in many others. Ho had never directed his attention to this particular trans action"?—l don't recollect using those expressions; in deed, I deny having done so. Mr. Love—How many of the 159,000 Great North of England Purchase shares are unissued?-15,061. That number is over and above the number allotted to each registered shareholder, and the shares are still retained in the coffers of the company for their benefit. FRIDAY, MARCH 16. Mr. CLOSE'S Re-examination resumed. Mr. Love—Why did you, in your letter to him of the 28th February, ask Mr. Satterthwaite for a receipt for 16,5621. 10s., the sum appearing in the books to have been paid being 16,662/. 103.?—I asked him for the re ceipt for the shares, but not for the 100/. charged for stamps. I thought the committee would not require a receipt for the stamps. Mr. Love—By the word shares you mean the whole of Mr. Satterthwaite's account in the books, exclusive of the MI, for stamps?—Yes. Mr. Prance—Have you, at any time since the passing of the Act of the Great North of England Purchase, viz., the 27th of July, 1846, received from any parties offers of Great North of England shares, which offers you have not accepted should like to refer to my corre spondence before answering this question. (See Appendix, No. 4.) Mr. PLEws Re-examined. Mr. Prance—Do you think that the calculations which have been exhibited as yours have any other import than to determine which class of shares left the greatest profit if bought at the then assumed market price?—The state ment shows a separate calculation of each description of shares, as well as pointing out which class of shares it was then most advantageous to buy. Mr. Prance—Then, taken per se, would not the result be that the 301. shares were the most desirable to hare selected for investment, and the 154 shares the least, at the price of 211. ?—Yes. Mr. Prance —Should it hettarter appear to us, in the execution of our duty as a committee of investigation, that we ought to trace in the books of the Great North of England Company the; succession of transfer of cer tain certificate numbers, would you, as director of both givi companies, g ;se:, access n t i d u t l t g oo e d u o s_ thes o w t r; i a t nb h sur t e h r e otOuta to torhaaklitt situated a n hs il e IsGoarmet Great t of te n t te g o l A a a n pa d pv enCedoiotnxf p Nt a ho n e. V 3so l:zi t n otr l s iT'd 11 I h ave notlNd moo the r u bt s yh leas t ask ( E s for a letter s e ut o s m eq p u n e n n y tly handed to the committee by Mr. Plows.) SATURDAY, MARCH 17. E/attilnation of Mr. CHARLES TEE and Mr. NICHOLAS WOOD, two of the Directors of this Company. Mr. Prance—Were you cognizant of M r . H u d son ' s cnie of Great North of England shares to this company p —No. Mr. Pritnoe-...Whim did you become aware of it ? whe n you, Mr. Prance, brought the subject before the meeting on the 20th of February. Mr. Prance—At any time had any general instructions been given by Mr. Hudson by the board as to the invest ment of the money called on the Great North of Eng landa nd Great that a North o as rth of discreetly Englanda s possible, purchased shares ? — There was a general under standing shares should by and that Mr. Hudson alone had the sanction of the board to purchase them. Mr. Prance—Do you wish to offer anything by way the be p boardur c h a s e that(l appears on the, miuutez• of the board?—lt would have of explanation why this instruction to Mr. Hudson never feel it is difficult to do so in a way that shall make it easily intelligible to those not conversant with the mode of conducting the business of the Stock Exchange. It is first necessary to inform this committee that the members of the Stock Exchange are divided into two classes, viz , of brukers and dealers, the former only re presenting the public as agents on their behalf. The broker, on receiving instructions from his prin cipal to buy or sell, addresses himself to the dealer, and simply mentions the number of shares or amount of stock in which he has to deal, without informing him whether he be a buyer or seller; the dealer then names two prices, at the former of which he will engage to buy, and at the latter to sell the quantity proposed; in this case, in all probability, the prices named would have been 21 to 21i. As the broker thus has the option to buy or sell afforded to him, the dealer clearly could no longer be considered as an optative, he might, indeed, be a reluctant buyer or seller; clearly, therefore, a purchase by a dealer could not be taken as a measure of intrinsic value, but only of the market value as determined by the proportion of supply, to de mand. Mr. Love—ls it your opinion that the directors of this company would have exercised a wise discretion in se lecting the 151. shares, in which to invest the money raised by the Great North of England Purchase shares? —Most assuredly; I think they could not have made a better application of their funds if invested at the ordi nary average price which had prevailed previous to the month of October, 1846, and which has subsequently pre vailed. Mr. Love—State to this Committee the grounds on which you arrive at this conclusion. We invariably find that shares not paid in full, from their liability to further calls, are considerably below their relative value as com pared with other description of shares in the same com pany, which are paid in full; and in this case, that dis- proportion would have been further aggravated by the fact, that as the dividend was nearly nominal (for two years only one shilling and sixpence per share) the advantages were prospective, operating rather as a deferred than a present annuity, and, while this circumstance would operate with the public, to make these shares unpopular as an invest ment, to the company it would operate as an advantage, inasmuch as a small instalment only being called, the same money would have extinguished a larger propor tion of the Great North of England stock, and that at a considerable lower price than the 1001. shares. Ur. Love—Was this 1, priori inference subsequently borne out by fact?—lt was; from July 27, 1846, when the Great North of England Purchase Act received the Royal assent, to September 30, the average and nearly uniform price was 17+ premium or 18/ per share, which was, in fact, the price marked on Sept. 30. Mr. Love—And is it your opinion that any consider able number of these shares might have been procured at about this average price?—l think they might, if the purchase had been spread over a period of some months, waiting in fact until the shares came to market. Mr. Love—Do you remember the state of the market for. Great North of England 151. shares in the month of October, 1846?-4 remember it well: a sudden rise took place in them. Mr. Love—What emotion did this excite on the Stock Exchatige?—At first that of intense surprise: the gene ral law I before referred to appeared reversed, and in stead of being cheaper, as had always hitherto been the case with reference to the 1001. shares paid in full, they suddenly became dearer, and then observing that the purchasers followed each other, day by day with unusual rapidity, the emotion of surprise yielded to that of sus picion as to the motives of the principals ordering such purchases. Mr. Love—Had you any means subsequently of know ing into what names the shares then bought were trans ferred ?—I had; the names given on the following settling days into which the shares were ordered to be transferred were some Joseph Lawrence, others Philip Cazenove, and others Richard Nicholson; names we have subse quently learnt to identify as trustees for Mr. Hudson. Mr. Love—The stimulus of such purchases having ceased, did the shares fall back to their former level?— By degrees they did. In November and December, 1846, they receded to an average of 181. 6s. Bd. premium; January to June, 1847, to 17k premium; August to December, 1847, to an average of 151. 18s. 6d. premium, the average of 1848 being 16+ premium; but a strong fact is the present price two years and a halflater, within three months of commencing 10 per cent. dividend, and 15 months of being paid off at 22} premium, the price is only 19 premium, and the company have recently made purchases at this price; and, indeed. in every description of shares the same fact is apparent, that in each the prices are lower than the company was charged in 1846. Mr. Shield—Did not all the other shares of the Great North of England Railway Company fall in price during the interval you mention as well as the 151. shares? — Yes. Mr. Shield—Did not shares of other railways fall in price during the interval you mention, as well as the shares of the Great North of England Railway ? Having referred to the authorised lists, I exhibit in a tabular form the relative fluctuations of fire descriptions of shares : Great North London and York York and of Great N orth and North 1846. England. Western. Western. Newcastle. Midland. Nov. 1....237 per sh. 51 prm. 199 per sh. 18 prm. 96 per sh. Dec. 1 ....236 „ 45 „ 194 „ 13 „ 92 „ 1847. _ _ jan.l •••.238 „ 48 „ 19G ~ 13% „ 94 „ Feb 1 ... 237 „ 39 „ 19313 „ 12 „ 91 „ March 1 ..233 „ 35 „ 187 „ 12 „ 86i g „ ..---- - - - -- „ Aprll 1....231 „ 30 „ 176 „ `A :, 84— ~ May 1 —.231 „ 29 „ 174 „ 9 Y,) •, 82 4 ~ June 1....230%.„ 29 „ 179 „ 13 „ 85 „ July 1 ....237! ~ 3G „ 183 „ 13% BB ,• Aug. 1•- • - 236 ~ 29 „ 175 „ 12 , 85 „ Sept. 1•• •.230 „ 21 „ 166 „ 10 „ 77 „ Oct. 1 —.224 „ 14 „ 154 „ 10% „ 72 „ Nov. 1—.217% „ 7 „ 149 „ 9 ~ 70 ~ Dec.4l ....225 „ 16 „ 156 „ 9 „ 76 „ 1848. July 31 ..281 „ 3 disc. 121% „ 7 It 66 Of Dec. 1.. .•228 „ 11 ~ 124 „ 33 „ 54 „ Mr. Shield—Does not the tabular statement prove that the fall in shares of the London and North-Western the York, Newcastle, and Berwick, and the York and North Midland Railways, was very much greater in pro portion than the fall of the shares of the Great North of England Railway?—Most certainly yes. Mr. Love—ls it possible to conceive that the Great North of England Railway shares could fall in the same proportion as the other rail ways referred to, as the one has a guaranteed dividend of 10 per cent., and the others are liable to all the fluctuations arising from an uncertain re venue, and also from the circumstance of all their capital accounts remaining unclosed?—As a general principle I should have inferred such would have been the case, and the fact justifies the conclusion. _ Mr. Shield—From the tabular statement does it not appear that during the interval before mentioned, Great Western Shares fell from 51 premium to 11 discount; London and North-Western from 199 to 124; York, Newcastle, and Berwick, 18 premium to 3} premium; York and North Midland from 96 to 54 per share; and that Great North of England only fell from 237 to 228? —Of course from a reference to that statement, such appears to be the case. Mr. Clayton—On the 25th August, 1816, were the 151. shares sold at 19/. per shire?—Yes; at 191. per share, or 17f premium. Mr. Shield—Did you, between the 16th and 19th Oc tober, 1846, purchase fifty 151. shares at 20 premium, or 21i per share?—Yes, I did. Mr. Clayton—Would you be so good as to tell me the average price of the 15h shares for November, 1846? — There were but five transactions during the month, the average being 20; per share or 19} premium. Mr. Clayton—Did not an advance take place on the 151. shares upon the passing of the Great North of Eng land Purchase Act, 27th July, 1846?—The price on July Ist was 17t per share, or 16} premium; and on the 31st, 18i per share, or 17 premium; and this price continued to prevail during August irnd September. TUESDAY, MARCH 20. . Mr. CLosE's Re-examination resumed. Mr. Love—When was the purchase of the shares bought of Mr. Hudson, amounting to 131,8671.95. 3d. en tered in the company's books?—ln the month of January, 1849. Mr. Love—Never before?—No. Mr. Lore—Was the 131,8674 9s. 3d. which was paid to Mr. Hudson, paid to him on the memorandum you exhibited to the committee some days ago as the contract or calculation made of shares sold by Mr. Hudson ?—I had no other document. Mr. Love—Did you ask the opinion of the directors as to the propriety of paying the commission charged by Mr. Hudson?—l did not. Mr. Love—On what terms do you transact your basi l:less with the York Union Banking Company, more immediately in reference to the Great North of Eng land account?—To the 30th June, 1847, the York Union Banking Company charged us with no commission, and allowed interest at 24 per cent. Since then, and up to this time, they have charged commission, and allowed 5 per cent. Mr. Love—You speak of commission. What com mission ?—Usual commission, which I find on refer ence to be 1 per cent. on all sums paid by them on account of the company, whether in York, London, or elsewhere. Mr. Love—lf payments are made to the railway corn pany by them, of bills not having two months to run, do they debit you as ottah fur them, or when they become due?—As cash. Mr. Love—lf bills be of a longer date, do they allow ' discount on them if taken as cash? —They do. THURSDAY, MARCH 22. Mr. Gaoaan HUDSON'S Re-examination resumed. Mr. Love—We have written again to Messrs. Lau rence, Caienove, and Co:, a copy of which I have just read. Their answer by telegraph is, "We wrote last night to Mr. Hudson." May we ask what exculte they make for withholding the information of whom you had bought 200 Clreat North of England 15/. shares, and of whom, at what price, and when the 842 401. shares were bought l—The answer I have received from tte a We Cannot very well give up the informs tion, as they are both done direct with principals of our own." Mr. Love—What aro we to understand by both?- 342 401. shares, and 200 la. shares, the latter bought itith tictobef, ,t 646. Mr. tole—Are we to understand all tbe 'information redving the sale by you to the company of 34 . 2 40/. shares is to he Withheldt—The iiiforttiatidn I glt.ealvse, they were purchased by me at 551. pre.mium. bale they means of giving the name of the principal. r. Shield—ls it not ar of the of that a principal can demand ule t h e name price ati p d a o l n ? —I am not aware of it. e b d u a t te l o w f o y o url would` Mr. Love—Can you suppsly?..n with th p urc h ase of 342 401. share cannot; a dd that before I became t he purchas er of these shares . I had, neither d irectl y nor indirect ly, any interest in those shares. Mr. Love —They a ppear to have been transferred at various dates to Mr. Cazenove; we are still to understand they were bought at one time ?—They were. Mr. Love—Can you furnish us with any information as to the parties of whom you bought the remaining 600 SliNVlai KW, I 0613/40 i %bey were *gilt of various brokers in the country, and they cost me from 211. to 211. 12s 60. per share for the whole 600. Mr. FLEWS'S Re-examination resumed. Mr. Love—When did you forward to the directors of the York, Newcastle, and Berwick Railway Company the calculation previously referred to?—To the best of my recollection on the 27th or 28th of October, 1846; but I have no written record of the matter. Mr. Shield—You have exhibited to this committee a calculation in detail of the value of the 151. shares, did you forward this detailed calculation to the board at at York?—l did not. Mr. Prance—Did the late Mr. Oxley, in compliance with a wish expressed by the board of the York, New castle, and Berwick Company furnish, as well as your self, a calculation of the value of the several descrip tions of Great North of England shares?—We com pared the two statements in the board-room of the Great North of England Railway; I sent mine to York, and I have no doubt he sent his also. Mr. Shield—Your own paper does not contain a de tailed calculation of the value of the 15/. shares; did Mr. Oxley's paper contain such a detailed calculation ?—I really cannot say, we compared them as to the amounts, but I cannot state whether his contained the detailed calculation or not. Mr. CLOSE'S Re-examination resumed. Mr. Lova—Did you write to Messrs. Lawrence, Ceze nove, and Co. in the early part of the year 1848 re specting the commission they bad charged on shares purchased by them, and suggesting that in lieu thereof the full commission should be charged ?—I do not re collect having done so. Mr. Love—Did you at any other period ?—I am not aware that I did. SATURDAY, MARCH 24. Mr. PETER READ Examined. Mr. Loge—Are you confidential clerk to Messrs. Laurence and Co ?—I am. Mr. Love—Have you Mr. Hudson's consent to answer any questions respecting the purchase of Great North of England shares, by Messrs. Laurence and Co., for Mr. Hudson ?—I understand Mr. Hudson has directed our house to give every information to the committee our books may afford. Mr. Love—Have you bought, for Mr. Hudson, any Great North of England shares besides those stated in the three papers I now exhibit ?—Yes, we have. Mr. Love—Be so good as to exhibit them.—The first purchases are for the 16th October, 1846. Mr. Love—Be so good as to state what other purchases were made by Messrs. Laurence and Co., which are not contained in the papers exhibited.—On the 27th October, 1846, we purchased forty-one 151. shares of Tudor, at 19i premium; on the 29th October, twelve 1001. s h ares , at 237, of Mr. Prance; on the 12th November, eight 100/. shares, at 236, of Faulconer. The whole of these were bought for the 16th November. Mr. Love—Did you buy any other Great North of England shares in .that year for Mr. Hudson?—Not in that year. Mr. Love—When did yell next begin to buy Great North of England shares for Mr. Hudson 2-24th Jan., 1848. Mr. Love—Does this account current exhibit those purchases?—They do. Mr. Love—On whose account have you entered those shares in your books?—G. Hudson, G.N.E. Railway Company. Mr. Love—When did you write G.N.E. Railway in that book?—At the time the purchases were made. Mr. Love—Did you enter it in that manner to sepa rate the account from Mr. Hudson's private purchases? —Yes; th at was the sole object of it. Mr. Love—Have you bought any Great North of England shares, by Mr. Hudson's order, since January, 1848, excepting those of which you have rendered this company an account?—We have not. Mr. Shield—Did you buy for Mr. Hudson, on the 12th November, 1846, 342 Great North of England 40/. shares? —Yes; we did. Mr. Shield—From whom did you purchase those shares?—Of a principal. Mr. Shield—Will you state the name of that principal? —lt is not customary to reveal the names of principals. Mr. Shield—When a principal employs you to pur chase shares, has he not the right to demand from you the name of the principal from whom you purchased them?—l do not know the law of the question, but it is not usual to do so; I believe there has been a correspon dence about this. Mr. Shield—ls it the practice of your house to refuse to give the names of the principals from whom you pur. chase shares when you are requested to do so by the principals who employ jou to purchase them?—The business between a principal and his broker is considered strictly confidential, and where transactions take place between principal and principal, the names are never re vealed. Mr. Shield—Even when a demand is made by one principal for the name of the otber?—l never remember such a demand. Mr. :Shield—lf such a demand was made to your house for the information would they refuse it?—That would be a matter for them to decide, not for me. Mr. Shield—Do you know the writing and signature of this letter, in which your house admit they have re ceived from Mr. Hudson a particular request that they should furnish the committee with full particulars of names, dates, and prices of the 342 Great North of England 401. shares?—Yes, I do: it is the writing and signature of Mr. Sidney Laurence. Mr. Shield—After reading this letter, do you still refuse to state to the committee the names of the prin cipals frcm whom you Lought these 342 401. shares?—l do not think that with this letter before me, in the last paragraph of which Mr. Laurence states that a broker has no authority to disclose the name of his principal, I should be justified in giving any fuller information. Mr. Love—Are you not aware that Mr. Hudson has been furnished with all the information he has desired on the subject just refermd to?—I think he has. Mr. Lore—Will you be good enough to refer to the letter dated Novenrier 6, 1846, addressed to Mr. Close, in relation to those shares, and state whether it does not convey all the information Mr. Hutson desired as to the principal?—Mr. Hudson did not request any (Aar - matiol than this letter contains. Mr. Clayton—Do you find in Messrs. Laurence's books the notice of any purchase for Mr. lied on of Great North of England shares previous to Oct, 1846?--No. Mr:CLOSE'S lte:examination resumed. Mr. Love—Can you now tell the committee what shares were delivered by Mr. Hudson to this company for which he was paid 81,1001. on the 27th Oct., 1846? —I am not ab!e to specify the shares. Mr. Love—Are you quite certain that shares amount ing to 81,100/. were delivered to the company at that time?—l cannot speak positively. Mr. Love—Then you will not undertake to say if any or what amount was then delivered P—l cannot state the exact amount then delivered. Mr. Clayton—Do you manage Mr. Hudson's cash affairs, and act as his private clerk?—l partially manage his cash affairs, but not all. Mr. Love—Would you not, in the execution of your duty as secretary to this company, consider it necessary that no money should be paid by the company for iro petty purchased unless delivered at the timer—For the Purchase of shares, it becomes necessary sometimes to pay for them before you get the shares of the brokers. Mr. Love—But even in that case, if bought in those markets where there are settling days, they would be paid for on that day?—Yes. Mr. Clayton—Did you manage the payment by Mr. Hudson for the shares bought by him and afterwards sold to the company ?—I cannot say for the whole, but I did for part. . Mr. Love—Can you show us Mr. Hudson's pass book for the payment of the Great North of England shares, bought by him in his private capacity and soil by him to the company ?—I cannot show his pass book, and I am not aware that he has one; I never saw one. Mr. Clayton—Have you any means of giving us the dates of Mr. Hudson's payment for those shares?—No; I have no means. Mr. Clayton—You put in, on the second day of this investigation, a paper which you called a contract, de tailing the particulars of all the Great North of England shares sold by Mr. Hudson to the company; you do not appear to have stated distinctly at what date you pre pared that paper; can you now tell the committee at what date it was prepared ?—I cannot state positively the exact date, but I think it would be either on the 27th of Nov., or a few days previously. Mr. Clayton—What reason have you for believing that that was the date?—l think it would be about the time when the cheque was given when the transaction was closed. Mr. Love—Then it appears you paid Mr. Hudson a cheque for 81,1001., onithe 27th October, without hav ing made any memorandum whatever of the shares sold by Mr. Hudson?—l think I stated that I could find no calculation on which that 81,1001. had been paid, it being part payment. Mr. GEORGE HUDSON'S Re-examination resumed. __. _.. Mr. Shield—On November 12, 1846, Messrs. Laurence and Co. bought for you 342 Great North of England 401. shares; can you furnish the committee with the corres pondence, or any extract therefrom, relative to this pur chase?—They have furnished me with an extract from a letter dated 4th Nov., 1846, " We mentioned a few days ago that there was a parcel of Great North of tngland 401. shares in the market; they are now oft-red to us at fitl premium; are they not cheap in comparison with other shares 7" Mr. Shield—What reply did you give to that offer? — I offered them 55 premium. Mr. shield—Did they, ou the 12th of November, give you a reply to this offer?—The reply is an extract from t 0 a letter, " We have only now succeededhin s s ec at _ 5 _ pr b e. parcel of Great North of England 401. s are , 5 mium, payable on Monday next." do not the name of the prin. shares?-lillelhdareDnido t d h o e u y b doubt h a Mr. Shield—Did they gi e vi2 xo e n no _ lam not able to a b r o g u e t 17t.0u brokerage on those cipal of whom they purc.has d tu g re i c v o o l i le t c i t o w t h b e is th o e o r r Mr. Shield—Di . d they state to you that they them rtehsepycoadiddenocre.did not, but they et from a principals ?—I have an extra reference to these M re Laurencestate There i' ' shares, in which ems . , , for they belong to is ono advantage we can o ff er in the parcel in question, that we letter seie datedwere the nth of November, in you of ou ti r l s e , a heavyndh advancedasttianragpsC hold th( m for you, or transfer them at a no minal 23 principals s them, they have been registered in our name, so that w e can either minal consideration." Mr. Clayton—On a former day you gave the 27th of October, 1846, as that of your sale to the company of Great North of England shares, which sale appears to have included the shares which have been juet referred to as bought in November. How do you account for this 2—There were two cheques given for the money, one on the 26th of October, and another on the 27th of November; and certainly the - impression on my mind and conviction was as I stated, that all the shares I pur chased for the company were bought in the month of October. I have no recollection about these shares at the time, and Iskresume they were included in the October Pgrglanai 0913109 01190 9( p3y baying Wm ijl treaty for them in that month. Looking at the register th e transfer I presume those shares were boug.ht in eretobrr, and I was not aware they were not until I received the information from Messrs. Laurence and Ca. ; the com mittee must recollect that Messrs. Laurence and Co. re quired immediate payment for them, and the company had no funds but still I regret they were included. Mr. Lore —From the correspondence you hare ex hibited, were you fully acquainted by Messrs. Laurens* and Co., prior to their sale to you of the 342 401. shares. that these shares were standing in the name of P. Callh nove?—l have no doubt about it. Mr. Love—Can you acquaint the committee in what way you paid for sharer amount i ng to 131,867/. 9s. 7ck which you bought in your privat e capacity?—l paid for them through my bankers, but 'cannot inform you of the dates; I believe in the month of Octob er . Mr. Love—Did Messrs. Laurence, or any m em b er o f their firm, communicate to you a remark which had been made to Mr. Lawrence on the Stock Exchange of Lon don, during the interval between the publication of the Great North of England cash account and the 19th Feb., that the price charged for 151. shares was " a horrid rob ber}'," or was any other expression of opinion communi cated to you by any other broker?—To the best of my recollection, No. There might have been some expres sion that they were high, but certainly nothing approach ing to the words you have used. Mr. Love—Can you recollect when you fixed the prices for your shares sold by you to the company?—l should think it would be in the latter part of October, after Mr. Mews'* statement had been received. Mr. Clayton—When you speak of fixing the value, do you mean the gross value of the shares sold by you, or the price of each class ?—I mean the price of each clazte APPEN DICES. APPENDIX No. 1. Great North of England Railway shares bought for George Hudson, Esq., by Mr. E. H. Browne, and aub• sequently sold by Mr. Hudson to the company. Bought in October, 1846. October 5.-20 Great North of England 151. shares, at 17} premium per share; 30 ditto, at 174 ditto; 30 ditto, at 17i ditto; 20 ditto, at 18 ditto; 6 ditto , at 176 ditto. October 8.-30 Great North of England 301. shares, at 364 prem. per share ; 30 ditto la shares, at 18 ditto ; 15 ditto, at 18 ditto. October 9.-3 Great North of England 151. shares, at 18 prem. per share; 15 ditto, at 18f ditto ; 10 ditto, at 186 ditto; 14 dial, at 186 ditto. October. 10.-11 Great North of England 301. shares, at 38 prem. per share. Ovtober 12.-35 Great North of England 15/. shares, at 191- prem. per share; 25 ditto, at 196 ditto. October 13-100 Great North of England 151 shares, at 191 prem. per share. October 14-50 Great North of England 15L shares, at 194 prem. per sh a re ; 86 ditto, at 196 ditto ; 10 30/. ditto, at 39 ditto. October 15--8 Great North of England 151. shares, at 11 prem. per share; 50 ditto, at 19i ditto; 36 ditto, at ditto. October 16-20 Great North of England 15L shares, at 19 prem. per_share; 15 ditto, at 194 ditto, 50 ditto at 19i ditto. October 19-35 Great North of England 15/. shares, at 20 prem. per share; 15 ditto, at 20 ditto. October 21-3 Great North of England 1001. shares, at 237 per share; 1 ditto, at 237 ditto; 15 -151. ditto, at 20 prem. per share; 100 ditto, at 20 ditto. October 22-5 Great North of England 1001. shares, at 237 per share. October 23-2 Great North of England 1001. shares, at 236 i per share. October 28-20 Great North of England 151. shares, at 19i prem. per share. October 29-50 Great North of England 151. shares, at 19i prem. per share.—Total, 964 shares. APPENDLX. No. 2. Great North of England Railway shares bought for George Hudson. Esq., by Messrs. Laurence, Cazenove, and Co., and subsequently sold by Mr. Hudson to the company. Dr. to George Hudson, Esq., Great North of England Parchw.es. 1846. In account 15th October, 1846. October 10.-200 Great North of England 151. shares, at 19} premium per share. October 12.-100 Great North of England 151. shares, at 19f premium per share. October 13.-71 Great North of England 151. shares, at 19f premium per share. _ . . In account 30th October, 1846. October 8.-100 Great North of England lsl shares, at 18 premium per share. October 10.-100 Great North of England 151. shares, at 19} premium per share. October 13.-45 Great North of England 15/. shares, at 19f premium per share. October 14.-92 Great North of England 151. shares, at 19f premium per share; 200 ditto, at 191 ditto. October 15-192 Great North of England 15L shares, at 19i prem. per share; .50 ditto, at 19i ditto. October 16-50 Great North of England 154 shares, at 20 prem. per share; 50 ditto, at 19i ditto; 14 1001. sh..res, at 235 per share. October 19-5 Great North of England 1001. shares, at 235 per share; 10 ditto, at 236 ditto; 20 ditto, at 237 ditto; 70 151. shares, at 20 premium pet share. October 23 1 -15 Great North of England 1001. shares, at 237 per share. October 26-18 Great North of England 100!. shares, at 237 per share; 145 15/. ditto, at 19f prem. per share. October 27-10 Great North of England 1001. shares, at 237 per share. October 28-72 Great North of England 151. sharer, at 191 prem. per share. October 18 —5 Great North of England 100/. shares, at 235 per share. In account 16th November, 1846. November 12-342 Great North of England 401. .hires, at 55 premium per share._ October 27-41 Greai North of England 1.5/. shares, at 19f prem. per share. ()AA >r 29.-12 Great North of England 1001. shares, at 237 per share. November 16.-8 Great North of England 1001. shares, at 236 per share.—Total, 2,046 .hares. APPENDIX NO. 3. Great North of Fngland Railway Shares, bought for George Hudson, Eqq., by Mr. Rhodes, of Leeds, and sub sequently sold by Mr. Hudson to the company. October 6.-13 Great North of England 151. shares at 17- premium per shares. October 30.-4 Great North of England 151. shares at 19i premium per share; 12 ditto at 20 ditto; 259 ditto at 20* ditto. October 31.-13 Great North of England 15/. shares at 191 premium per share; 20 ditto at 20 ditto; 22 100/. shares at 2381. 2s. 6d. per share. Note.—There are 3,353 shares comprised in these accounts. The number sold by Mr. Hudson to the company was 3,458; there is a deficiency therefore of 105 shares, viz.:-53 151. shares; 50 301. ditto, and 2 100/. ditto. As the committee are not informed of the coat to Mr. Hudson of these remaining shares, they are unable to determine the precise amount Mr. Hud son should return to the company. APPENDIX tio. i. YORK, NEWCASTLE, AND BERWICK RAILWAY. GREAT NOILTH OF ENGLAND SHARES OFFERED FOR SALE. BUT NOT BOUGHT. Date offered,) Shares ['rice offered at Why declined. fly whom offr'd 1847. X X. sr --- -- ------- Feb. 13 .... 2 5.10 01. 0 234 0 T 40 60 0 1 poroicelig asked.ih Baker, Mr., Thirek. March 10 .. 81.. 40 No price given. Not then buy- Kipling, John, ing Darlington. July 15 .. .. 10.. 30 71 10 Too high Smith, Thos„ 20 .. 15 20 10 5 price. i hirsk. Oct. 23 .. . 1.. lb .. .. Not buying Walker, Wm., small lots. York. 1848. Declined his Nov. 6 .• .. 35.. 40 j 1 Proposes to j proposal. Sidney, George. ~ 28.. 15 take bond Stafford. 1849. 1 Too high Thompson, 8., jan, s l3 .... 10.. 40 62 2 j price. 1 , [..100 239 0 and Co ,Dar lington. APYEN DI. No. 5. Darlington, March 17, 1849. Dear Sir,—With reference and in re ply to your in quiries of us on this subject, we beg to state that we have no power to consent that the books of the Great North of England llailway Company shall be laid be fore the committee, now sitting at York, and appointed by a general meeting of the York, Newcastle, and Ber wick Railway Company, and that we are decidedly of opinion that the directors of the former company would not be justified in producing them before such committee without the order and direction of a general meeting. As to the transfer book, we entertain con siderable doubt whether even a general meeting would hare power to order its production. We are, dear sir, yours truly, MEWBURN, HUTCHINSON, •ND MEwurtßN• A Plews, Esq., Darlington. RAILWAY SHARE MARKETS. BRISTOL, Araq.2 l ,: a _ ins gm, but without are—Great Western, STOCK EXCIIANCE.—The share rnarlT . .. - z i j in prices. '" uns—Midland Stock, 75. ~%•"'...- e L I business -transacted 7%—Lancashire and and Yorkshire, Fi ft hs. ye ha. a .A. r . .r.d tendency. Thesales'are—East Lan cashire anyc sSh Shares,l: c sm e ct t 'ad i itfer , Er p : i . : li e e s d cr aen o Ac r tsee ti r la Berwick•Ela ra p•—South-Eastern e e l -e r s r . "I N : and 7 .E. Doverr Purchase), r c h a 3 ( e N ) 0 , 6 • 4 p ) e , d an uPw nd Preston, 5 dis.—London and North- Quarter Shares, Lseespaer a 765. ". C. diS.DlttOr 2 ,T e w Quarters, 4%1 p.—Ditto, Fifths, GU p.— Western, 0 2 . - 7_ , 9 ,ifs.—North Union (11), 14 9—Scottish Central, 24 Midland, bnuralyres 3 dis.L— T a ff 1 1. and Chester (N. W. M.),% p.—Ditto, New 131. 6s. Bd. ( vs.—Waterford and Limerick, 36 dis. r 7 cen 3 t s ..tll 9 i d l .- 35 1 0, 0 1 r % 14 MANCHESTER, APRIL 11. • ST•CK EXCLIANGE.—TIIC sales are —Dover (No.'4), 7 3-16—West Riding Union, 4 11-16 dis.—North Staffordshire, 3% dis.—Leeds, Fifths, 3 5 ., dis—Chester and Birkenhead, 153( c.—Caledonlan. Pre ference, 115 16— Sheffield, Rotherham, and Goole, 2 dis.—Grimsby il k a s n , d l4ls- 1 Birminghamdls.—S(licel)ll, Q eldu(aNrtoe.rls,34 p.—Grimsby, 201. Shares , ), Quarters, 11?` diS.— She (Reif , Preference, 10 N —Old She ffi eld , 36 % —Dov e r (No. 4), Registered, 7. 7 13-16—Manches ter YORK, Aram 10. h . rocx EXCHANGE —The busincs transacted to-dny was as fol lows :--(lreat Northern, 11—Ditto, Half (it), guaranteed fi per cent., 6 1 4—North liritizh, Preterence, 2s. p.—York, Newcastle, and Ber wick (Nexcastle Extension), 16"i—Ditto (G. N. E. Purchase), 61. Is. 3,1 - _ HULL, Anti, 11. STOCK EXCHANGE. — The transactions to-day have been as fol lows :—Eastern Counties, 8 --Great Northern, 111. Is. 31.-1101 and Selby, Halves, 48% —Leeds and Thirsk, 23N '—London at Wigton, 377 i —.North British, Preference, 2s. 6,1. p.—North Stafford shire, GLASGOW, Aran. 10. STOCK EXCIIANOL—The following are to-day's transactions Aberdeen, Preference, 495. 6d.—Caledonian, Quarters, 6—D l tto, Pre ference, 111. 3s.—Clyslesdale Junction. 60% —Edinburgh and Perth, 12s. 6d.—Glasgow, Kilmarnock, and Ayr, Halyes (No. Gi• 166. North British, Preference, 235. WILFUL PERJURY. —The county magistrates have very properly caused the sentence pronounced by Judge Wilde upon William Taylor, convicted and sentenced to seven years' transportation at the late assizes at Leicester for wilful perjury, to be circulated in the form of a hand bill, and to be hung up in the Petty Sessions Courts, as , an example to false sw earers—a crime, unhappily, , be• come too prevalent 1 0 the Preie* time.--Idicedfr Chronicle: -