The Daily Times. — Liverpool, Merseyside, England, 1860-12-20 00:00:00

THE LIVERPOOL BOROUGH BANK. MEETING OF SHAREHOLDERS YESTERDAY, Yesterday a getietal meetilig of the prdpirepis and contributories of the Liverpool Rant Was held at noon, in tlic. Pkililie t aleroOtn of the Liverpool and k oticrati ilisa ' ranbe buildings for the purpose of con ci'aring the accounts of the liquidators, and a report showing the state of affairs of the company, and the progress made in winding up its affairs down to the expiration of the third year after the resolution for winding up. Mr. J. B. Brancker presided, and there was a large attendance of shareholders. The CHAIRMAN first called upon Mr. Marshall to read the notice convening the meeting ; and this having been done, he said be had next to ask the pleasure of the meeting as to Whethei the 1'40 . 110 . 0s Vale) *ei : e . pre sent were to remain and take notes as usual. It was a question which he had always put at previous meetings of the shareholders.—No objection being raised, the chairman then proceeded to read the following report to the meeting The liquidators of the Liverpool Borough Bask present to the shareholders an account of their receipts and payments dur ng the past year. together with a general statement of the affairs of the bank, in the same form in which these have been rendered at the corresponding periods of the two preceding years. 4.1 , Upon a tortipaiison,pf t tli,e present sh'tementt with those of lastyeah,:itr bb seen that the liabilities have been retlhee fr,ono. X 2 715,708 13s. 4d. to £102.858 Ils. 10d., and the re-valtia tion of the assets still outstanding shows an estimated increase in the surplus of £19,823 19s. 11d. It is necessary, however, to continue the caution to the shareholders as to the estimate of this surplus. It has been carefully made, but after all, it is a matter of opinion only, and is subject to contingencies which no forethought can provide airainst. It may be necessary to explain the reason why £19.0^0 of the loan, which became due on the 27th October last, appears still upon the face of the balance-sheet as a liability, whilst that which was not due on the 27th April, 1861, has been extinguished, together with a portion of that dile 2tth October, 1861. The two instalments of th 6 lddn, FePaYable ih a higher rate of interest than thcAe which weep tp beedtrio due ih 1860; anti thArbl - ,Ort; fdri the ,iiiterett , 6f shilre htildsksio 11;ve their asseth as realised applied; if possible, in reduction of the former. The creditors for the £19,000 con sented to allow their loans to remain for a further time at their or ginal rate of interest, and the money which would other wise have been applied in repayment, was used by the liqui dators in reduction of the sums rep arable in 1861, so as to save to the bank the heavier rate at z w . hich these latter instal ments of the loan had to be borrowed. The general statement appended to this report, carries upon the face of it a sufficient reason why :he liquidation of the affairs of the bank has not yet been brought to a conclusion. The assets remaining to be realised all n quire time, and they cannot be pressed forward at a greater speed than is now used for their recovery. It is the hope of the liquidators, however, that before the end of another year, they will he in a pqsition to make a beginning in the return to the Sbarehdlacra, of dome portion of the estimated surplus.. In April, 1859, certain of the shareholders of the bank obtained the permis4qn Of, the , of, tAe fOr the inspectioxi,,by„ apeottlitplit, to b ht)po nted by then!, of the bttolls tint! dcbddntA or' the Uank in the hands of tnelittuidators, "thr the purpose of ascertaining whether the directors of the bank had been guilty of dereliction of duty to the share holders." In pursuance of this authority, Mr. Dickson, of Edinburgh , rs m euest i o n, in baae accountant employed uy we anarenomvs . - ~... ~ -.; - 'greeted the books and papers in the liquidators' hands, and made a very elaborate report upon the subject to his employers. The report was eommunicated to the liquidators on the 25th January last; slid was followed by the copy of an opinion of counsel co,. atiltekbythErti. ~ ~, , , , The solicitors consolted by ,tld4 slidtellohiefg, in .ericlosing that opin ion, wrote as follows i—" We, earinet of course expect ok,rosunte that the opinion of the committee's pritote counsel should be deemed sufficient or conclusive, still the committee tIo„ % expect Allot the liquidators tv ill, at hest, and twomptly, consult , their awn i legol, adyisars an to I ill* conourrenee , et bil , nwegncu , Tope 'therein; ana will chnititnniertte iiithorft rielat tliV2.s:lt to dt." the liquidators are unable to lay before the shareholders the purport of that opinion, because they were required to consider it "strictly confidential ;" but the points urged by the solici tors of the shareholders upon the liquidators, on the result of it, were---lst. That the late directors of the bank were personally liable to the shareholders for all loss sustained subsequent to the loss of the reserved fund, and one-fourth of the capital of the bank: Jelly: That they were liable to the shareholders for hating declared and paid de7idends out of capital. arrby. That they Were 11i1314 ,to the stfarelialderg fot hafing neglected fokfeit fhe sharea , of thOseAwilo had mit peld.:Cip tlytiir t eails,, - thifT. That they *ere liable to toe Charehblders tor having ra id dividends to shareholders who had not paid up their calls. Lastly. That they were liable to the shareholders for general neglect of their official duties, whereby considerable loss had been sustained. The liquidators, having receis ed these statements, felt it due to the shareholders who had raised the question and ml lowed up the investigation at considerable cast, to take the best legal opinion they could obtain upon the subject, and in order that this might be obtained without the possibility of bias of any kind, they laid the papers before Messrs. Fresh fields and Newman, solicitors, in London, with a request that they would advise the liquidators upon the subject. Messrs. Freshfields and Newman accordingly made a report to the liquidators on the 26th of March, 1860, and again on the 14th of May, 1860; stating substantially that, in their opinion, the prospect of success ,in any litigation; to enforce on the directors liability fir theft ads dr neglects ", was not iiiliiciently eneoureginoo justify the liquidators in expending the monies. Of the bank ifi proceedings, which would necessarily be of a ebetly, difficu t, and protracted character. The liquidators considered that it would be satisfactory to the shareholders to have the opinion of counsel upon the subject, and they therefore requested Messsrs. Freshfield and Newman to lay a case before such counsel as they might think best fitted to advise maon the case. Accordingly, Messrs. Fresfilields and Newman, in the month of Jane last, drew up a very elaborate statement of facts, embracine all the materials supplied by the shareholders referred to, which, with the entire report of Mr. Dickson, they laid before Mr. Roundel' Palmer, Mr. Gifford, and Mr. A. Kek ewich. The opinion of these gentlemen was received on the 18th July, after a consultation, at which the liquidators were present. The opinion was to the effect that, as a general proposition, directors could only be held liable to their constituents for con duct artfotinting to male fides, and for acts in direct contraven tion to the deed of settlement. That in the particular case there was no proof of 'ilea fidel. That on the facts, it did not appear that any evideveepold be brought home to the directors, of a . knOWledih oil their pelt that more thin one-fefurtli of the capi tal wet) lost, and that though there appeared td itave been: it departure in some instances from the provisions of the deed, no evil consequences were traceable to it, and that it hid not been without the presumable knowledge and concurrence of the compatiy. The counsel advised that, in two points only the directors appeared to be legally liable; the one in having made the last dividend out of capital, the other in having paid dividends to shareholders who had not paid up th•-ir calls. That, as to these matters, those directors only could be held responsible who actually concurred in the acts done, and as to these parties, only to the extent of the damage done. That under the cir cumstances they were of opinion that no proceedings ought to be instituted, unless the damage traceable to these acts was very considerable; that they were of opinion that the duty of instituting•proceedings was not imposed upon the liquidators, and they advised that the facts and opinion should be commu nicated to the shareholders, with an intimation of their view that proceedings ought not to be taken without the direction of the Master of the Rolls. . . . . .. The liquidators communicated the case and opinion to the shareholders promoting the enquiry, on the 25th day of July, with an intimation to the effect above referred to. Not wishing unduly to influence the shareholders, they have only further to add that the case, with the opinion referred to, lies at the offices of the liquidators, in Liverpool and London Chambers, and is open to tae inspection of any shareholder who may be desirous of seeing it. JOHN B. BRANCKER, PETER SERJEANTSON, Liquidators. PHILIP RAWSON, HARMOOD W. BANNER, Mr. H. W. BANNER then read the following state ment of accounts : THE LIVERPOOL BOROUGH BANK IN ACCOUNT CURRENT WITH THE LIQUIDATORS. Dr. To GENERAL LIABILITIES PAID : Promissory notes to creditors on. deposit accounts, and on letters of credit £10,102 7 5 Creditors for deposits under £200 Creditors for deposits above £200 £10,879 13 1 ~ Paid creditors who are share holders ~ Amount repaid on account of loan due as follows: 27th October, 1860 77,500 0 0 27th April, 1861 27th October, 1861 lO,OOO 0 0 -- 154,000 0 0 „ Amount paid for interest on loan 9,482 19 6 ~ General Charges : Salaries, stationery, taxe3, &e. • 800 1 3 Solicitors and accountants .... 1,506 7 9 ' t • 2,306 9 0 Less amount received in repay ment of costs 959 2 4 --- 1,347 6 8 „ Paid for office furniture 73 7 1 „ Remuneration to liquidators 1,500 0 0 „ Balance 4,854 6 3 £191,297 12 7 CR. By balance per account 12th Nov , 1859 ASSETS COLLECTED, viz : Bills of exchange for debts £32.621 19 7 Good debts 24,812 7 6 Doubtful and bad debts 34,998 18 7 ' ' --- 92,433 5 8 ~ Amount received on account of dishonoured bills, viz. : Good 27,773 7 8 . Doubtful and bad 26,62 17 3 , ------------ 54,636 4 11 ~ Amount received for interest and commission 8,658 8 0 ~ Amount received on account of calls, viz. : Bills of exchange 23,074 5 11 Good 5O 0 0 Doubtful and bad debts 2,966 13 1 -- 26,092 10 0 £191,207 12 7 By balance, being cash in hand aud in bank 4,854 6 3 GENERAL STATEMENT OF THE AFFAIRS OF THE LIVERPOOL BOROUGH BANK, AS ESTIMATED ON THE Itru NOVEMBER, 1860. ASSETS. Good debts Doubtful and bad debts.. Estimated to produce Doubtful and bad debts for calls 47,120 10 11 Estimated to produce Good debts for dishonoured bills Doubtful and bad debts for dis honoured bills Estimated to produce Bills of Exchange on hand. Esti- £50,627 15 3 198,504 5 4 mated good Bills of Exchange on hand. Doubt ftil and bad Estima' ed to produce Cash in hand and in bank 55,140 7 0 9,331 15 2 5,778 14 6 4,579 4 5 130,157 7 6 4,430 17 7 2,430 17 7 4,854 6 3 LIABILITIEg. Creditors under £2OO Creditors above £2OO Creditors for promissory notes 3rd instalmentdueApti l27 , 1859 £172 1 4 4th „ „ Oct. 27, 1859 626 4 8 Creditors on loan secured by pro missory notes, due as follows October 27, 1860 October 27, 1861 £282,900 7 8 1;2,93919 8 8,255 4 3 798 6 0 Creditors or interest on loan Creditors who are shareholders BM. of exchange current, consi dered good Balance, being surplus upon pre sent estimates 76,000 0 0 5,843 14 5 9,021 7 6 5,300 8 1 180,041 15 10 £282,900 7 .8 The CHAIRMAN said—Gentlemen, that is the report, and those are the accounts which the liquidators have called you together to consider. They have so far dis charged their duty. If any gentleman had any remarks to make, now was the time. He should be very glad to hear him. After a short interval, Mr. BLYTHE rose and said—l should like to ask a question about the 2,000 shares in which the calls remained unpaid for a series of years, before the stoppage of the bank. I should like to know whether any settle ment has been obtained. The CummuAN—There has been no further approach than this : A recent application was made by the liqui dators to ascertain what the prospects were, Abut they found they were very similar to what they were twelve months ago. The amount tendered—if I can say it was tendered—was so small that no step bad yet been taken. Mr. BLYTHE—And what is the amount of debt from that source ? Mr. BANNER—About £19,000. Mr. J. BRADLEY-Moonn—No, £29,000. Mr. BLit s pin—ls that one of the accounts for whio the directors are held by counsel on both sides to be legally liable ? The CHAIRMAN—That account is one of those, amongst several, which has been before the counsel on both sides. Mr. liiikTHE—And I-think they hold that the direc tors aware of that ate legally the aiii riot awafe thet are legally Zia 1e Oli )4‘ that account. Mr. YTHE—Then does that form a portion ? The CitAraliki4-L- - Th'ey-iireie neVer,credite4 litAiNit--:Credited to the abebunt, bit neter paid over to thi peak' Mr. 13t,v-rxr- , -But was it not a neglect that they were not called up ? The CHAIRMAN—That is not one of those liabilities. Mr. BLITHE—Is there any likelihood of a settlement ? The CHAIRMAN—We recently made enquiry, and found that there was no improvement in the prospects. The sum tendered is small, and such as the liquidators will not accept they are rather waiting for the possi bility of something better. Mr. nattier reminds me that the very proposition Was laid before the committee of ibirdioldeh' Of wlii'Ch tlythe *as a member, and they rejected it, Mr. BLITHE—WeII, I forget; let us know what it was. Mr. BANNER—There is no use in disguising the name —it is that of Mr. Neilson. From the statement of his affairs all that was shown was 3d. in the pound. This case was brought before you, along with those of other defaulting shareholders, when you unanimously refused to accept It. and said you preferred that it should lie over. - Nye have applied , di d t thiateied. pro oetdings;:tiut find that there is only this 3d. iii the pound flirthdonihig. Mr. ItLitTnt- - \\7is that spedial case iiroii ht before the counsel on your side, as to where liability rested, if any _ Mr. BANNER-It was brought as one of the points. The name was not brought, but the whole of the cir cumstances were brought. Mr. Btrrnt—Does not that £30,000 form one of the points for which the directors, who were eognisable all through of the ttgnsaaidng tif the bank, are liable • Tut. dititRAAN-4/10 tlid Cast?: attiAks drilf ttvd points on whiCh they are. Wile, . , gr. Pik iriiip—Perhap - s you will let ris know what the too Poll:1th are; and the aggregate loss to the bank on those two points; • 1 The CHATRAViN would read it dl it stands in the report. The first point was in having made the last dividend out of capital; the other in having paid dividends to shareholders who had not paid up their calls. There were no dividends paid on the latter; they were credited, but not paid. Mr. Roe nns—ls there a difference between paying dividends and crediting them ? - In the opinion of counsel, is it IA one and the satlie thing ? The CitAinitM4 Thad Is tio dif f erence in the ppifilOti of, dotinsel; IseCatis4 the liahilitf . of. the directors is de . claied,by'thern to apply only There diVidends have oAitiveLy i beeu r paid: ThumoneyOn:Mined in,the bank, bud L tlibi4 indeb tednesg to that amp ant; was..so lesd, Mr. You lir'n • advised! eettaifi directors are clearly liable to the shareholders for certain sums of money appropriated as ' they should not have been. Will you let me know what amount of indebtedness your own counsel advises is owing to us ? (Applause.) The CHAIRMAN re-read the passage in the report, and said the amount under the first head had not been clearly gone into, but he thought it amounted to £16,000. Mr, .7, 8.-MoonE—Why, the unpaid calls are Z 6 ,00d, 111 f: Chairman. _ _ , The Cii.„94uSIAN--i don't think that has anything to do with this question. the other point *as having paid dividends td shareholders Viho had ,tint paid Calls: :rte belicvenit *:id abbilt th 6 s irie stini; £1.0,d00. - 'hat Wits about £U,600 altogether. • Mr. BLYTHE—Perhaps you will inform me which of the directors are responsible ? (Hear, hear.) The CHAIRMAN—That is easily got at. lam not prepared. Mr. BLYTHE—Seeing that £32,000 is owing by the directors, have you made any application for it? The el/AIRMAN—No. *. IhirtitE-----Why have you not done so ? ware advised by cur counsel not to take any proceedings. , Mr. NicnoLsoN—Do you mean to say that tliere v'idg only £16,000 of the last dividend paid to the share holders? The CHAIRMAN replied that the loss to the bank con sisted only in the dividends paid to those who had not paid up their calls. Mr. BLYTHE—Don't you think if you laid the claim before the directors, without legal proceedings, they would come forward and pay ? The CHAIRMAN— I can conceive it possible they might pay that amount; but I judge from what I 41aU1d do Myself Under similar circumstances. I think if theY paid the attionnt i they would ask a release in full from all other liabilitied, Which it is out of the power of the liquidators to grant them. Therefore, that being out of their power, and advised not to take proceedings, and the amount not being great, they had not applied. .Mr. BLYTHE—I take it you consider they are legally and morally liable for the amount which is not forth coming ? The CHAIRMAN—We have not asked for it. Mr. J. 8.-MooaE said he thought it would facilitate matters if the Chairman would give them an explanation of the report which had been read. It was impossible the shareholders at large could understand from that meagre report what was the position and the state of matters ; both as regarded the opinion of counsel taken, the manner in which it had been drawn up, and the opinions elicited from counsel: He had Very little doubt the great body of shareholders had not had the leisure of the Opportunity of going through so voluminous an affair; therefore it Was desirable that the Chairman should give some explanation about it. He held in his hand a copy of the case and opinion which he had read and when he had heard the explanation, he might have a word to say also; but he thought it desifable the Chairman should give them some information about the whole business, as coming officially from himself, and not put them off with a mere meagre printed report of figures, about which none of them knew anything. The CHAIRMAN should be glad to give any explana tion in reply to questions on any point on which infor mation was sought. Not being aware *of what informa tion was sought, it was impossible for him otherwise to go into the subject. They had stated in the report that the case and opinion were accessible to the shareholders, and the liquidators would be , glad to give all the infor mation that they could; but he must know upon what point it was desired. Mr. J. BRAMLEY-MOORE then rose and said—Well, Mr. Chairman, since you are not disposed to give us any explanation about the matter, or prepared to answer any questions— The CHAIRMAN said that he was prepared to answer any questions that might be asked. Mr J. BRAMLEY-MOORE :continued his speech, and said that the made of dealing adopted by the liquidators was :most unsatisfactory. He considered that if the report submitted had been accompanied by some explana tory remarks, there would have been a possibility of the liquidators satisfying the minds of the shareholders as to their proceedings, and how they had managed the affairs of the hank. They had not thought proper to do so, and the difficulty of putting questions and answering them led to a great deal of confusion, especially as they saw from the second or third questions that had been put, and the way in which they were answered, the difficulty of arriving at any conclusion became apparent. The Chairman here made some remarks which were not perfectly audible. Mr. BRAMLEY-MOORS then proceeded--Since it was not the pleasure of the chairman to give any explanation he would take leave, with the permission of the meeting, to make a few remarks on the subject. (Hear, hear, and applause.) First of all, he should call their atten- tion to a circumstance that occurred at their former meeting ; next, he proposed to give a little information to the shareholders with regard to the opinion and the case, and the opinion which had been before them respecting the affairs of the Borough Bank, so far as they concerned the liquidators and shareholders, into which matters he would examine, and he was perfectly satisfied that the meeting would have arrived at the same conclusion that he himself would come to by-and bye. (Hear, hear.) After the last meeting he had heard some particulars with reference to an account, which excited a great deal of attention at the time, both with the shareholders present, and also with those out of doors. After that meeting, it was indus triously circulated by certain gentlemen in connection with the Borough Bank, that he (Mr. Bramley-Moore) had not made a full statement of the particular account to which he had alluded. Now, he pleaded guilty to that charge—he did not make a full statement of the account, for reasons which occurred to him, and which were obvious to him at the time, and would also have been obvious to every one else. In the first place, be mentioned no name.; but on looking over the order of the Vice-Chancellor, he found that he was at perfect liberty to mention the name. Therefore he begged to day to state that there should be no mistake about the matter,--(hear, cheers, and a laugh,)—that the account should be fully explained ; that everything, as far as his (Mr. Bramley-Moore's) capacity would allow him, should be thoroughly and clearly comprehended. (Hear and cheers.) The account to which he alluded was that of a surgeon ; his name was Blackburn.. He had stated no name on the last occasion. Now it was industriously circulated; and he asked the attention of the meeting for one moment upon this subject, be cause it was a matter personal to himself, and it was also of some interest to the shareholders, to show how the matter rested, so far as it did at present—it was industriously circulated that the bank held securities, and the father was security for the son. Therefore he had not stated that case fully by not mentioning those circumstances ; and moreover, by stating that the secu rity was not worth the gallipots and shelves in his apothecary's shop. (Hear, hear, and a laugh.) Now Mr. Blackburn's account, as well as he remembered, was £44,858, and his son's account, for which he was security, was £29,000. The latter item was not the full sum, so he would give them the exact figure, in order that they should have no mistake' on that occasion and on that day. (Hear, hear, and a laugh.) The talented speaker referreti to a document before him, and said that Thomas Blackburn's account was £44,858, and the son's account was £29,174, making a total of the two of £74,032. This was the account of the father and the son, for whom the father was security for the £20,000 and odd pounds. Now, one word as to that account and the securities held by the Borough Bank. He was not at liberty, he thought, to mention the character of the securities, but he would mention their amount. They consisted of 360 shares of the nominal value of £3l each, and 36 shares of the nominal value of £lOO each, making a total nominal security of £14,760. Now he would show that this security, even if it had been worth so much money, was totally in adequate to cover such an amount as £74,032 ; and how unjustifiable a transaction it was to go and trust this surgeon with £44,858, and his son with £29,000, on such a security. But now about the security he would say one word. The securities were of that value that they were written off in the bank books, as worth nothing at all. Not only that, but he could state most positively that such were the worthlessness of these same securities that they had been offered to himself, not only gratuitously, but something with them if he would take the responsibility of them. (Hear, hear, applause and cries of "shame.") Therefore, he con tended that the statements which he had made, that the securities at one time were not worth the gailipots and shelves in his (the surgeon's) shop, were entirely and fully borne out. (A laugh, and hear, hear.) Now, these shares—and they could not say what might take place in the course of time—might become of very con siderable value ; and here now, in the first instance, they were considered and written off as worth nothing which might become of some value. If he were correctly informed, their shares, along with others of the same character belonging to other parties, were sold in the aggregate for £lB,ooo,—and also that amount of it that belonged to the two accounts of the Blackburns. Of course he was unable to state but from a general knowledge of the affair ,4 ha should say it was probably soniewhere allout A 50,1 Abotit i thene shares; whieh were sold for atotit £lB,diio 7 little dl4 014 Vaftleg know their value, and the improied condition of 66 shares, that he believed now he shoUld.not be very wrong if he would sly they were_ wprth, dpuble , the ,rneney., (Hear, hear.) He had one word more : to Say #put l this account, and that was this t the son's ae6 unt.,eo fal..haci as, 1854, was then considered had, arid XiO,d6o c;f it was Written off to profit and loss ; and one would suppose that the matter would have ended here ; but no such thing. He found on further investigation that in the year 1856, when the security had become worthless, and when the son's debt of £29,000 had been written off altogether as lost, he found, he said, in that year £lO,OOO as transferred and as a good debt, (Hear ; hear.) Not; be said, With tespett to such a staternerit, and he thought the shafehoidere *Mild agree. With hini, that he stated it ii3Ot.Only irer , ,niab belOtwliet he Might have st i ateel lagt and if there .retie any,tlrit n ig ;wren- in his statement the chairnian Was then at liberty, and of course he would correct it, but he (Mr. Bramley-Moore) thought that he himself was perfectly justified, aye, he would again repeat it, perfectly justified to make any such assertions as he had alrea-ly made with reference to that account. (Hear, bear, and cheers.) And now he had come to that most important matter of this elabo rate opidiefl, \ of lathef ha illOttld say tills elaborate case. (Hear, hear.) And, with, ,I,:ekgt. to tiiiel Matter, he would bere,.beg to remind .them-of ,nteetinft that, was held on ,the. Ist of junp• The ..shareholders would remember that. a depirnittee ,wafornipd, in which the Nieie dp4eted to reprsented, and to which he himself was summoned as one td atti.4rd the meeting ; but first he would tell them what he thought about those committee meetings. They Were a per fect farce. (Hear, hear, and loud applause.) They could nut extract any information from them that they reqiiired. (near, hear.) Moreover, anything that it Was iteeessary Of desirous they should be made ac quaiiited *ill) ; thdt the Wanted to know., was sure to heel - 1101 d frOrn, therk-2- .heAt, and applause) ; an . ,t14,414e1 ; Vestign; if lieflpetied that it was anything. ; unimportant .4.. 01441, Only flight be favoured, perchance, wit] an, answer and informed about it. But, on the occasion referred,.to, on the Ist. of June, they iVet in the, dark roßre,belew stairs, in the building in which they Weie , and a Very proper and appropriate place was that dark( for deeds of ' darkness. (Loud laughter, and hear, hear.) And they then asked, as he well remembered, the liquidators and the chairman in particular, as their (the shareholders') representatives, what was doing in the case got up respecting the liabilities of the directors. They had possession of their (the shareholders') documents from January up to that time, without their being able to elicit ally information. The chairman then told them that the case Was itt the course or process of being drawn 0, and that it Wortld be submitted to counsel, eminent Condi& lAUrrilet-MoOrel requested, oft behalf of the shareholder . 40.1151; and He. OVight say at other, committee meetings, which Were Said, td bye representing the shareholders, or at all events the interests Of the shareholders, that he might be permitted to see that case. (Hear, hear, and cheers.) He then represented to the chairman and to the other liquidators present that an opinion was nothing, or worth nothing, without the counsel knew the case, because they were all perfectly well aware that everything depended on the case submitted ; and, moreover, they might elicit any opinion almost they pleased. (Hear, hear, and applause.) Therefore he requested, oil behalf and in the interest of the share lioldefs, that they Might be allowed to peruse that case Velote it sttbnlitied to 4c/tinsel. (Hear, hear, and cheers, and loud Cried, o'f " on are VerfeCtly eight.") But this was demurred to: (E/pfess'idtig, of " Shame, shame," &c.) It was refused to be done, aid the request would not be complied with. Indeed, forsooth, it was said that it would be taken into consideration. Indeed, that it should be taken into consideration ! ! But he could only say, so far as his knowledge of the matter went, any further communications with them (the shareholders), or any applis oions they had made were treated with contemptuous siLnee. (Loud cries of tOherrie," hisses ; counter cheers, and hear, hear.) Well, finding that this was denntreed to, he ventured to ask what counsel "do sod intend td consult ?" This was, every one must acknowledge, a very reasonable question, but it also was demurred to. (" Shame,"and hisses.) ; And feeling and knowing that be was authorised and justified, he demanded to knerw, on behalf of the share holders, and not only to ask the former question, but consulted.also to know what counsel were going to be consulted. (Hear, hear, and ,applause.) And, after some consi derable hesitation, he was told by the chairman that they intended to consult the Attorney-General. He , (Mr. Bramley-Moore) said " Good," when he heard that announcement, " I am perfectly satisfied; what other counsel do you propose to consult with ?" " Mr. llotillei u replied the chairman. He (the speaker) expressed hiniself perfectly satisfied at this answer likewise. But now, What would be the surprise of the gentlemen whom he had the honour to be, addressing on that occasion, when he told them—he corrected himself, and wished to state that another counsel, a junior counsel, had also been mentioned at the time, but at present he forgot his name—but what would be the surprise of the gentlemen present, when he told them that the Attorney-General was not con sulted, and that Mr. Boville was not consulted, and that the liquidators went and took the opinion of gentlemen whose opinions on Borough Bank affairs were already known—Mr. Roundell Palmer, Mr. Giffard, and Mr. liekevich. Now, he said that the chairman on that , occasion had distinctly told them, and he thought (turning to Mr. Bristow, who occupied a seat next the speaker) that his friend, Mr. Bristow, was present [the gentleman referred to nodded iii assent] that eminent legal authorities were to be consulted ; that the case was drawn up ; and that that same case, so drawn up, was to be submitted to counsel, other than three named subsequently to them; and he emphatically pronounced such conduct a breach of faith with them, the share holders. (Loud cheers.) Now, he had carefully, patiently, and painstakingly gone through those opinions and the case itself, and he should say this, and he said it fearlessly, that for the object and the purposes of the shareholders, a more discreditable case never was put on a table. ("Hear, hear," and applause, inter mingled with occasional hisses.) They could eliCit almost any opinion they pleased ; and they were led up there to a result, but the result was obtained by the opinion that they had got—that there was a consider able liability, on the part of the directors, of a sum of £32 000, according to the chairman's account, given to them a few minutes ago. £32,000 ! Why, gentlemen, (energetically asked the speaker) is there any of you here present in this room that would for ono moment entertain such a liability ? (Several cries of " No, no," "Hear, hear," and applause.) But, he considered, with such a liability as that, they (the shareholders) had been sadly neglected, and they ought to have had this matter made known to them in the year 1857. (Hear, hear, and cries of "Certainly.") If there was such a liability, he (Mr. Bramley-Moore) looked upon it, on the part of the chairman, (addressing himself to that gentleman) as their representative in that concern—(hear, hear)—as a great aggravation of his conduct in not letting the shareholders (whom, and whose interests, he was sup posed to personify and represent) know that there was a liability in ,1857. (Hear,, hear, and loud applause, and cries of Shame.") If that had been satisfactorily answered, the shareholders would have been satisfied ; and he himself (Mr. Bramley-Moore) should have been likewise satisfied, and the best could have been made of matters. (Hear, hear.) But, so far from that course being pursued, they were forced at an enormous cost—(hear, hear)—let them bear in mind at their own cost—(hear, hear),—and that, too, after considerable obstructions—(hear, hear)—and difficulties, to obtain the report from certain books in the bank. (Hear, hear.) Now, that cost a large sum of money, and if the chair man had done, or attempted to do, his duty at the com mencement—(hear, hear)—and submitted the case to counsel, when there was a liability on the part of the directors, he himself and the other shareholders would have never said a word, but have gone on to make the best of matters as they then stood. (Hear, hear.) But on investigating matters they found that there was a liability ; and then as regards the deed of settlement, it was very slightly and delicately insinuated that the deed of settlement might, in some instances, have been violated. (Hear, hear.) The deed of settlement, in some instances, might have been violated ! Why, they knew it was, and had been systematically violated— (hear, hear),—and they knew also that there was con tained a provision in the deed of settlement, that no man could vote who had not paid up his shares. (Hear, hear, and applause.) They knew, likewise, that there was a clause in that deed of settlement, " That the directors shall compel every one to pay up his shares." Did they call this a slight neglect and a delicate matter on the part of the directors ? He looked upon the deed of settlement and the rules of it, as a law, and binding upon them in all their actions. (Hear, hear, and cheers.) He need not tell him (the chairman), because he had no doubt he was well aware of the fact; and if he did not know it, he had got his legal adviser by hit side to tell him, that if he looked at clauses 51 or 52 in the deed of settlement, it made use of these words, "That it shall be (let them just recollect " shall be") lawful." Why, they all knew that in an act of parliament or deed of settlement shall means that " you must," and it was obligatory on them to do certain acts. There should be no violation of the prescribed rules of the deed of settlement, and consequently the directors had no option whatever but to carry out the deed and enforce the bearings of it respecting share . But had it been done so, or how was it done so ? Why, they all knew perfectly well they knew —that there were shares in the bank, a list of which he had got before him, that had never been paid for. (Loud cries of "Shame.") They knew that cash was paid over the counter for shares that were never paid for. (Renewed cries of "Shame, shame.") They knew that persons - were credited, and he should confess that he could not go into the nice distinction that the chairman had made in crediting an account and paying the money over the counter, though he (Mr. Bramley-Moore) would be happy to credit him (the chairman) for something if he considered that the chairman would do similarly with him. (A laugh.) He confessed jhe could not see the distinction himself between crediting an account and paying money over the counter. But what was the mode of procedure in the present case? There was a large list of shareholders before them who never paid their calls, and there were persons who received the cash across the counter also who had never paid their calls. Why, if the directors had done their duty—with so many grave interests com mitted to their trust—would such a course as this be allowed to be pursued ? He maintained that the direc tors were not only liable in law but they were morally liable—(hear, hear, and applause)—not only for their omissions and commissions in the discharge of their duty in this particular, but also for the £5 call that would belong to every one of those defaulters; and he for one thould never cease to hold a different opinion but that the directors were his debtors—(hear, hear, and cheers) —and that they owed for the omissions and sins of commission likewise. (Loud applause.) Well, in one particular instance there were shares there, where, they were very well aware, the party figured as a debtor to the bank in £29,000. (Hear, hear, and cheers.) Now, there were 2,000 shares there, and he should be glad if he had some history of them, and why and how these 2,000 shares were given over to an individual that had never paid for them. (Hear, hear, and applause.) Now, the directors could not, by any possibility, be ignorant of it—they were not only not ignorant of it, but he might affirm that they knew every one of them. (Hear, hear.) Now, before he left this point he would just call their particular attention to paragraph 13 in the report, where it said, "And though they had in some instances departed from the provisions of the deed, still it-was 6en.4.dered desirable to so do ' • and it had been done not without the pre ' sumable knowledge and concurrence of the company." Now, he did not wish and he did not like to make use of a strong word, but he would undertake to say this, that a more audacious statement never was put 'before the public. (Hear, hear, and applause.) A more un founded stateifient he had never heard, and he appealed to the eharelieldere Pfesejdf, and to all . the outside shareholders, if, anf MI6 df theffl fitly iu.diticlital, knew, that the deed of settionent was Eiysteni ' atfoalb , violated ? (" No, no," and cheers.) If they kneW that the directors were violating ,the,cTeed,: and if they knew that there were foty-ope.qeditors en thehooks of i the.bank owing £16,000 in 1844, and tionielbing like £17,000 : in 1856, he should like to know it &fete *as any , individual amongst the shareholders—if there were dne, he hoped he would stand forward and declare that he knew the directors were violating the deed, and violating the terms of that deed of settlement, in carrying on the business of the bank in the manner that they had done. (Cries of " no," and cheers.) He said, in reference to the paragraph already quoted, stating "without the pre sumable knowledge and concurrence of the company," that he took . it that th 6 4ont . ria:tiy of course meant the shatelibiders, .-He said, puct i wqrellie case, chat the assertion pot forth in the reporf, was 4n ,au'c~a~tons statement. (Hear, hear, and applause.) There were many in that room who would not have any longer held shares in the bank if they had known the practices carried on in it. (Hear, hear, and cheers.) They knew nothing of what was going on behind the scenes. (A voice : "Certainly not.") So far, therefore, from it being presumable, it was, he emphatically stated it, a direo.finiation of the deed of settlement, without the presumable knoviledft of tonrttrrence of the com pany. (Cries of. "Yes,'; heat; hedir . ,, anti aVplapse.) I He said that he woyd again repeat .it,' tha he„did fica belieie it'—that in the knew,.anythmg 6f what was 2.arig 4,111 the )aank. OpYfral voices "Certainly not.") Now, i6' fioni that Veing t the case, he might mention what he durst say nits* cif diem knew already, that Mr. Rathbone, when he was an out side director, had been rather clamorous for information being given to the shareholders, and he took a very active part in advocating that information should be given to the shareholders, in 1843. But, after he became a director ; somehow or other, the same silence and I mystery, etie oter him that appeared to have come over i all the other direttofsl and he was from that forth an advocate fot Oorkealnteiiii (dear; lieaf, and deem) They would find, on ieferen& to, iNe Minute's of the bank, that there was a. minute that, after a iouy etaii versatidn *oat. the affairs of the bank,. on the. S . rd of Atign i st; 18:91, in iensyqnence of great ineondenience which the putille eip'erienCed, and damage that might be done to the bank, it ciao resolied, " That the manager should be authorised to makt s4ariteeff to a new firm" (he thought that looked very like changing and shutting up one firm to pass it into a new name), "and to give the new firm such an amount of advances as the necessity of the case may require." (Hear, hear.) He did not know whether he was at liberty to mention the name, but he could vouch for the fact, and could give the particulars of the account, and an account which had become extraordinarily and alarmingly large. He asked, did they think that any deed of settle ment . eihy honourable feelin g s would sanction anything tht kinco . Did they think that the shareholders had ant . iiffsuitatle knowledge of such a transaction as the one he fiad nientidned (Cries of 4 'No, no.") Did they think that there Wrae, Otte shaft= holder that would have consented to have his ska'te's ill such a concern for one moment? ("No, no.") Did thef think that, with this account laid before the directors every fortnight, that forty-one creditors, whose accounts were rotten as rotten could be, and who,had not paid up their calls, as was well known to the directors, did they think that the shareholders would have continued to hold shares in such a concern'for one moment ? (" No," "Certainly not," and other like expressions.) Why, with midi a case as this, that a creditorieturns informa tied of his dittettlties in 1854, 1855, and 1856, that he was hopelessly insolveitti Fivd that the account was very much increased, afief that did the chairman of that meeting think that this "prestimailleinoWledge" would not have assisted the company—did he think that if the shareholders bad known that such a transaction as that was pending, that they would have continued to hold shares? He would venture to say that if the shareholders had known the manner in which the deed of settlement had been violated, they would have been in arms, and would have loudly clamoured for its rectification many years ago--(hear, hear, and cheers,)—and happily for them if they had do. 'With regard to the " presumable knowledge of the directors, there might be differences of liability amongst the directors ; and he was not pre pared to say.if there were not, because they knew that there were degrees of everything, and there were some directors for whom personally he entertained the very highest respect. (Hear, hear.) But that did not in any way whatever alter their liability. (Hear, hear, and applause.) Nor was it any reason why . he should quietly sit down to the loss which their misdeeds and shortcomings had inflicted upon him. (Hear, hear, and cheers, and cries of " Certainly not.") If it so happened that they occupied the position of directors for the honour attached to it, they should pay for that honour. (Applause) They were there, no matter in what capacity, they were there as directors, and as such they (the shareholders) confided in them, and they unfortunately knew the result—(hear, hear)—that their confidence had been misplaced, and that they were unequal to the Nork committed to them. (Hear, hear, and applause.) But supposing that there were some of the directors liable, and others not, he asked, had they not a sum of money voted to them every year? (Cries of "Yes," hear, and. applause.) They received the shilling of the share holders, and they should pay the smart for it. Now, with regard to the ignorance of the general board of directors, he did not think that there could be much ignorance when they saw by the minute book, the transfer notice book, and the re-discount book, that there were transactions of something like thirteen mil lions in a year—a large sum that. (Hear, hear.) Then they had the fortnightly statement from the special ledger, that was technically called the open ledger ; then they had the summary every fortnight, including all bills over £lOO. That summary contained a list of names of every one that had paid. Now, he said that all the directors knew all about these matters; and if they did not know it, it would be the exception of only one or two of them, but not the general body. He had now come to make a few remarks on the case in point, and he believed he did not.know what the subsequent labour might have been about it, but he (the chairman) told them (the shareholders) at the committee meeting on the Ist of June, and afterwards again on the 7th of September, that he and the others had not made any personal inspection, as liquidators, to find out a case against the directors, but still they had arrived at the conclusion that there was no case against them notwith standing that they had not made any inspection.. (Heat, hoar, and " Shame.") He should like to know how they had arrived at such a conclusion without inspecting the books, or without examining the officers of the bank. (Hear, hear, and loud applause.) How could they say that there was not a prima facie case against the directors, because otherwise it would strongly imply the liability of the shareholders. He did not know whether his (the chairman's) views meant any personal inspection of the books, or inquiry, or whether there was liability or not ; but he told them on the occasion already referred to that he had not made the inspection, and he rested his case on the report made and obtained at the cost of the shareholders — (hear, hear)—and not by the liquidators doing their duty and furnishing these particulars themselves. (Hear, hear.) Any one that would take the trouble to read the case would see that it had no basis in it, and if he went through it he would find that, as a case to attain the object of the shareholders,.it would be very difficult to see the individual that would arrive at such a conclusion. (Hear, hear.) To his mind it appeared to be what he had already called it; and he did not hesitate to repeat the word that, so far as the interests of the shareholders were concerned to attain their ends, and to show the liability of the directors, it was a discreditable case. (Hear, hear.) The impro priety of the case was such that he wondered that the solicitor of the bank and the directors should be employed in such a case. _ The CHAIRMAN contradicted this statement; but Mr. BRAMLEY-MOORS replied that he had got all the letters before him relating to the transaction. The CHAIRMAN—Then explain what they allude to ? Mr. BRAMLEY-MOORE said he would de so, and that he was perfectly well aware that Messrs. Newlands and Freshfield were the party the liquidators had applied to in the matter. The CHAIRMAN—In what ? Mr. BRAMLEY-MOORE--In getting up this case, sir. . The CHAIRMAN—The case was not got up. Mr. BRAMLEY-MOORE continued—There were, first of all, Messrs. Lace, Collis, and Co., to whom a letter was written on the 27th March, 1860, by Messrs. Fresh field, from which it appeared uncommonly like as if the latter had some finger in the pie. (A laugh.) Mr. MARSHALL said it would save a great deal of trouble if he were allowed to explain the circumstances relating to this affair. Mr. BRAMLEY-MOORE—I am perfectly well aware of them. _ _ _ Mr. MARSHALL wished to be permitted to give his explanation, and was proceeding with it, when Mr. BRAMLEY-MOORS asked to be allowed to proceed, and Mr. Marshall could give his explanation afterwards. The CHAIRMAN then gave a statement, showing bow the negotiation in this case had been transferred from Messrs. Freshfield to the other legal firm named. Mr. BRAMLEY-MOORE continued in his speech, and commented very strongly on this transaction of the chairman and liquidators, and read voluminous extracts from the correspondence that passed between the parties, from all of which he came to the conclusion that the chairman and his co-liquidators had not done their duty, at any rate to his mind, and had not fulfilled the trust reposed in them. (Hear, and applause.) He said, in reference to legal opinions, that they did not want the opinions of the liquidators, but rather those of an astute lawyer, by which that'' could be - enabled to recover some of the lost money. (Hear, hear.) He then proceeded to say that the liquidators had never gone into the question of criminal liability. He had no doubt that, if a poor cabman was smoking in Castle street, he would be tried for it, but when they came to deal with other gentlemen, they saw that the case was slurred over. He then alluded to the trial and discussion that took place when a new trial de novo was moved fo:, when Lord Chief Justice Campbell, (as reported in vol. 29 of the Law Journal,) gave it as his opinion that the report of July, 1857, amounted to a positive misrepresentation. He also quoted the opinion of four eminent judges, among others, Mr. Justice Weightman and Mr. Justice Hill, both of whom said that there was not only a criminal but a civil liability also implied in the case, and the parties had a narrow escape in criminal proceedings not being taken against them. He (Mr. Bramley-Moore) admitted that a criminal prosecution would be a very painful thing, and he should regret very much to see one, but if the share holders could not obtain justice, in the shape of their money being returned to them, or some portion of it., he did not hesitate to say that he for one would be ready to join in such a prosecution for such a purpose. (Applause ) There was no use mincing matters; and he would sub scribe his money for that object, if the directors did not come forward and treat the shareholders in a different manner to what they had done. (Hear, hear.) He then adverted to a communication from Sir Richard Bethell, who said "that he should be ready to give his sanction to the criminal prosecution upon the case stated by Mr. Bramley-Moore." They were told not to go into it, on account of the expense. Well, all he could say upon that point was, that he should be very willing to bear his share. (Hear, hear.) Unhappily there were a great many who could not contribute. There were a great many who were mourning—they had lost every thing—they were weeping and wailing, to his knowledge, from the stoppage of this abominable institution ; and he said, Justice to them who could not help themselves. They dese#,O.'sople consideration at the hands of those who were able to help arid assist them. Now, they were told that they were not to incur th 6 elperrse—that it would be costly. He did not think the cost would he qtrite so much as the cost of their liquidation—(hear, hear)—and 11611 gs sure it would be much more satisfactory to the shareholders to know whether they had a right, or whether they had not, to satisfy them, and not to lay that trumpery re port before them, which would satisfy no man who would take the trouble to peruse it and that knew the cir ctintstrtriete etinrieOecl with this bank. Speaking of ex penseS-,. tie Odd ?t stns a fay profitable business liqui , dating bin)is--7(laitighter)-4ery piAtable, indeed; and he strongly s6pected that the etairrnan whom he addressed was nq loser 11the liquidation'. if he was rightly „informed he had Veen a large gainer by it; therefore th6y had no interest Whatever, personally, in promoting tht interests of the shareholders as one of them. In 1858, the liqUidaterirO s eiied,,£s'4soo'; in 1859, they received £ 3,456; and in lied, ti,goo ; making a total of £10,556. In addition to this the solititors and accountants had received in 1858 £4,089, in 1859 £2,080, and in 1860 11,506; total, /8,675; general charge in 1858 amounted to £7,188. in 1859 to £2,203, and in 1860 to L 800; total, £10,191; —making a grand total o'f the shareholders' money expended on liquidation, on soliatUrs; lcdotintants, and general charges, of 129,422! Now, he thin ht ft efffulg have been much more satis factory if some portion . of AV nYo'ReSt had been applied and used to see if any could be rescleet fOir the share holders. But this was continuous—it went on; for he found, at a meeting on the 12th December, that £1,500 was again voted for the current year. Now, he did say, that they ought not to permit their money to be thrown away in that manner. He thought, but he was not quite sure, that Mr. Sergeantson, for whom he enter tained the hi, ,, hest respect, represented the London billholdtfs. Well s the bills, were they run off The CrOiriff.trY-- ,- - - The depositors, I suppose ? Mr, 131rAsm'ini-Moteii— , -Pepositers represent bill holdeni. art off: Mr. BriAiiiti-Maiii* continued. He asked then what occasion they Ilad fdr Afr. Seige,ahfsbn's services? Surely they might economise by Davin; dators. He understood, but he was not uite . the , that Mr. Rawson represented the creditors of Liverpool. He was not quite sure whether the whole of the depositors were paid off or not, but certainly there must be very little to do, and it could not possibly require the assist ance of so many gentlemen to manage a business which had stow came into a nut-shell. Talk of expenses and throting Money away in law, he thought a great deal had heat throWn away in liquidation—£29,422,—some Portibh of Whiela, he tenanted, would have been better employed oh hebalf the shareholders in maintaining their rights: No*, he Was sorry to hate to trespass so ! lonk' upon the time of the theeting ; beerruse it was a der dTsalgieeable duty which he ha i d mposed upon him self, thou*" if no' die . else would undertake it, he was determined to say *hat he hal to say hpon the subject, and if he had given expression fa airy words' that might be offensive to any one, he should have Veer' exceedingly sorry. He did not mean anything in an offensive light. The terms which he had used were strong perhaps some of them, but it would be difficult for him to find others to express his meaning, and therefore he did not see that any offence ought to be taken by any of them. Mr. Bramley-Moore continued (addressing the chairman) : Now, sir, one word to yourself. You, s i r , were appointed as a liquidator to represent the shareholders' interests. A question which arises and suggests itself to My mind, and every man's mind, will naturally be this :—Heire yot discharged your duty to the share holders—(hear, beary--=have yon looked after their interests; have you, Itith a single eye, direyted your attention, and your talents, and your energies to pro mote their interests in the matter to ate *bat you could recover back for them. I may unhesitatiggly say; and it is my opinion, that you have not done so. (Hear, hear, and a hiss.) I see one gentleman hisses. (A Voice : There is more than one.) Well, half a dozen if you like. I repeat it, and I do it deliberately, such is my opinion that you have not done your duty to the shareholders, because you might have done a great deal more than you have done ; and I repeat, sir, you have entirely lost my confidence as a liquidator. Why should Ibe afraid to say what I think ? I feel it, I think it, and I say it openly to your face, such being my opinion—gir, I call upon you, on behalf of the shareholders, to retire from your position ;—(applause and hisses ;)—and if I standalone, having given expres sion to this opinion, I shall test them even by moving a resolution. Let the shareholders, if they have not obtained those results which they had a right to expect, and look forward to, and your shortcomings are such, let them join with me in asking you to retire, and have some one put in your position, who will look after their interests better than I believe you have done. I shall conclude by moving " That in the opinion of this meeting, John Barnes Braneker, Esq , the representa tive of the shareholders in the liquidation of the Borough Bank, has forfeited all claims upon their confidence. and this meeting requests him to retire from the position he now occupies as their representative on the liquidation." Mr. BRISTOW certainly must say, as one of the share holders, that they bad every one felt great dissatisfaction with what they considered the partial conduct of the chairman of the liquidators. He exceedingly regretted that he should ever have been placed in such a position. He seconded the motion of Mr. Bramley-Moore. Mr. DIXON then rose. He thought what he had to say would, perhaps, come better before the chairman's reply. As to the manner in which Mr. Brancker had d;scharged his duties to the shareholders he had no concern, but he wished to say that several of the state ments deliberately made by Mr. Bramley-Moore, which had been made deliberately and in such a way as ought never to have been adopted unless he had satisfied himself of the truth of those statements—assertions which went to criminate and impute to respect able men conduct morally dishonest, legally dishonest, and which must be reprobated in every shape or way—he wished to say that those statements which Mr. Bramley-Moore had just made were utterly false. He said they were even without a shadow of founda tion ; and that Mr. Bramley-Moore did himself infinite discredit in darinc , to make those statements, without having first satisfied himself that they were correct. To his (Mr. Dixon's) knowledge they were not correct. Mr. J. BRAMLEY-MOORS----Mr. Chairman, I rise to a point of order. Mr. Dixon has applied a strong term to me, which I have carefully avoided. He has said that what I stated was false. (Turning to Mr. Dixon :) I demand you, sir, to withdraw it.. Mr. Dixori—No, I cannot. Mr. J. BR OILEY-MOORE—Then all I can do in the case is—l will not retaliate by using such a word—but I will call upon you to give the proof, and not use words of that sort. Mr. Dixos—Very well. I have said that the state ments which you have made are a great many of them utterly false, and I blame you for not having first inves tigated the matter more thoroughly, before making those statements. Ido not state that you have made those statements falsely—that is, intentionally falsely ; but I say you should have investigated the substance of those statements before you made them, and have ascer tained that they were correct and true. I deny that they are true, and that you had any foundation for making those statements. One of the first of the state ments made was, that the directors of the Borough Bank were liable for the loss to the shareholders incurred by dividends having been paid on shares, the amount of which had not been paid up ; and Mr. Bramley-Moore had taken upon himself to say that the directors knew there were shares which had not been paid up. Now, he (Mr. Dixon) was three years an outside director of the Borough Bank, and he could unhesitatingly say that he never knew it. He unhesitatingly said that neither in the way of private communications to him from any person connected with the bank, nor in the way of anything that passed at the board, was he aware that there were pergons who had not paid up their shares, and who were in the receipt of dividends on those shares. How Mr. Bramley-Moore had arrived at that conclusion he could not tell. He (Mr. Dixon) could say what he did know,—he could say what came before him individually, and,as a director of the board, and he said that statement is not true. (Hear.) Mr. Bramley-Moore had also stated that the directors of the board knew the private accounts of individuals, that they might bane ascertained the state of the bank by examining into the accounts of individuals—that there were 41 debtors to a large amount, whose position was such that they might have readily ascertained for themselves—that the statement that the bank was in such a position as the annual report showed was an incorrect statement. Now, he (Mr. Dixon) denied that again, and he wanted to know what right Mr. Bramley-Moore had to make such a statement. He said he had none ; it was naturally suppositious, and - why such an opinion should have occurred to him he could not tell. He said the outside directors, while he was on the board in that capacity, knew nothing of the kind ; and he said, more over, for himself, that he, neither directly or indirectly from any person connected with the bank, ever heard anything of the kind. Not only were the directors not aware of the true position of affairs; they were not aware that many of the debts set down as good were in reality, when properly probed-into, not worth what they were called : the outside directors were not in a position to know that—they could not know it. Now, it was perfectly well known to all the shareholders who had taken any interest in these matters, that it was the custom and the practice of every bank in this town that none but the inside directors—the managing directors— should know the private accounts; should be able to judge how far the debtors were good for the sums that were placed opposite their names: They were indebted :for their opinion on that subject solely to the information they received from the inside or managing directors. Now, he said again, that neither as a member of the board, nor to himself individually, was any communication ever made which could lead him to doubt that the state of the bank was otherwise than as it appeared in the annual reports. That was the practice of all the banks in this community. It was a bad practice, but it was the practice—it was the system ; and he said it was outrageous that any individual (for he did not think that the whole body of the shareholders, or even a majority, were so unreasonable,) should endeavour to make the outside directors liable for the faults of a system which was acknowledged, and when it was even written in the pass-books in which they made their deposits, that none but the managing directors were liable. Mr. J. BRAMLEY-MOORE—Not in the Borough Bank ? Mr. DIXON—It is in the Bank of Liverpool. Mr. J. BRADLEY-MOORE—But was it in the Borough Bank ? _ _ Mr. DIXON had never said it was; but this practice, be it a good or bad one, had arisen, as he had reason to know, with the sanction of the whole body of the Borough Bank. Mr. BLYTHE—No, no ; I have been at every meeting for years, and we never did anything of the kind. Mr. DIXON continued, and said he had requested the chairman, in consequence of some statements made at a previous meeting, to have the kindness to hold in readi ness two books, one of which was a book containing the annual reports to the shareholders of the Borough Bank. There was one of those reports to which he wished to refer. [The book was handed to the speaker, who said]—At the general meeting of the shareholders for the year 1836-7, the directors made their annual report, which thus went on :—" It may be proper here to remind the proprietors that the internal management is essentially that of a private bank. With the excep tion of one only, appointed by the directors out of their own body, it is conducted by the chairman and manager, no other having access to the pecuniary transactions of customers,—thus combining the secresy of a private with the security of a joint-stock bank." That report was adopted and confirmed in the usual way. In the following year, 1837, this remained as before,—the management being exclusively confined to the manager, assisted bo two directors. Mr, Poom—That is of no importance, There is lIE DAILY, TIMES, TITURSIAY, DECEMBER 20; 1860; hardl3 a shareholder here now who was a shareholder then, Mr. DIXON said whe n it Waiehaimed front a- private to a joint-stock bank it was stated td tt:le shareholders a . part of its arrangethents was to reconcile people to the inconvenience they might suppose they were liable to to hay's their affairs exposed to the inspection of a large body di' directors.. It was stated that that was done to promote the Atelfat6' err 4 prOperity of the bank, and the customers of the bank Ifere' &roil to uhderseand by those resolutions, publicly stated did adoP,ted, "ton need not fear that twelve gentlemen will ate your accounts; you can come and bring your custom to tie bank without hesitation; they will only be seen by as limited a number as if it were a private bank." That was part and parcel of the constitution of the bank; and he declared it was incompetent in any one to Vary from that rule, without its first having been brought before and received the concurrence of the shareholders .generatly. If they had done so, they should haie been breaking g private compact with the customers of the bank. ft bebanfe part erg parcel of the avowed sister ri on' Whieh tfie• hart Was Managed, and he declared re Was riot at all com'peten't for anyone to go back no* a'n'd CoMplarti` that that eempact was not violated ; for that was itYst *bat ova's relied Upon'noW to fix liability upon the outside diteotors. ht sniase quent meeting it was stated by the directors flthe'sliate holders—" There is only one other point. The internal management continues as before--the manager being assisted by two directors who alone have access to the accounts of the bank," and he saw upon referring to wliat folldwed at that same meeting, the report having been subirated the directors, it was unanimously resolved, on the Moderesolved, of gr.Thanclier seconded by Mr. Jones, that it be adopted; at' "on the motion of Mr. John Moore, jun.,"—he believed that Was the gentleman now called John Bramley-Moore---z Mr. J. BRAMLEY-MOORE—The same. sir. Mr. DmoN—" On the motion of Mr. John Moore, jun., seconded by Mr. Brown, that the cordial thanks of the company be given to Mr. Rotheram and Mr. Dixon, the managing directors, and Mr. Jardine, the manager." Mr. J. BRAMLEY..MOORE--What is the date of that ? Mr. Tsui-1838. So it appeared that Mr. Bram ley-Moore himself had assisted at, and approved of, that very system- of the tesnlts of which he now complained ; and he Waded' tliere' Was arrother gentleman who was present at t'h'e Mbetibg, 1 r. Bristow himself. Mr. Brasurtf--- , Pethaps• yoti' Wilk W i t mie whether I was present or not. Mr. Dixorr—You told me sortie tinle ego , yot were aware of the rule. Mr. BRAMLEY-MOORE—That was a vote of thatits to the managers and directors. It had nothing to do with the rule, any more than the man in the moon. Mr. BRISTOW-Pcrh4s you will do me the favour to contradict the statement that I was present. I never was present at a single meeting of the bank prior to the stoppage. Mr. DIXON acknowledged he was mistaken. Now, it appeared the outside directors had been severely repre hended, Were considered culpable, and an attempt had been made to' render them legally responsible for not having known the true condition of the bank. No one had been more' forward than Mr. Peramley-Moore in expressing that opinion, and here he was concerned in adoptinc , and lay/rig down' this very rule the results of which he now opposed. Mr. BRAMLEY-MOORE - 4 Contradict that distinctly. What in the name of fortune has that to d'o with the point you are talking about? Mr. Dixorr—lt shows you were there. You head that rule was adopted, and approved of it. Mr. BRAMLEY-MOORE — That rule was passed in July, 1837, and you are talking of 1838. Let us keep to the point ? Mr. Dixorr—l am speaking to the point : perhaps too much so. After some further question, Mr. Driox reiterated his statement. There was, he said, a distich— Shame, Shame on him whose cruel striking Kills for faults of his own liking. But, he should like to know whether some more severe condemnation ought not to be dealt on the gentleman who condemned for faults not merely of his own liking, but his own institution. Indeed, in consequence of that rule, the outside directors, as respectable and honourable men, could not, and dared not, violate the compact made with the customers of the bank, by looking into the affairs of the bank, and examining for themselves whether the statements or opinions laid before them by the managing directors were correct or not. There was another point which Mr. Moore stated,—that the general board of directors knew the real state of the accounts of some forty persons, who were alluded to in the lump as being debtors to the bank for very large sums. Mr. J. B. Moons—That was laid on the table. If they did not see it, it was their own fault. Mr. DIXON denied that any such statement was ever laid on the table. He said it was utterly untrue. What was laid on the table was nothing but a general 'sum mary of the total indebtedness of the debtors of the bank to it. Names were not given —sums were not given—so far from it that, not being satisfied himself, he proposed that the information which was given in the gross should be somewhat more given in detail. Mr. BLYTHE—The 44th clause of the Deed of Set tlement requires that an explicit statement should be submitted. Mr. DixoN—But here is a rule passed in modifica tion of the Deed of Settlement. Mr. POORE—That is breach of trust. Mr. DIXON—It was done, then, by the shareholders themselves. _ Mr. Poor — lf the directors allowed a clause of the deed to be violated, it was a violation of the deed at once. It was before my time. Mr. DixoN—And it was before my time. Mr. BLYTHE—Why did they put it forward in their deed of settlement which was published subsequently ?* Mr. DIXON, continuing his address, said there was not one gentleman in that room, nor one gentleman in the body of shareholders, more anxious than he had been that the fullest light should be thrown upon all the acts of the directors. It was known that he had urged it in every possible shape and way; and he did so because he believed it for the public benefit that this should be done. He thought when an investigation came to be made in a fair spirit of appreciation of right and wrong, it would be found that there had been incompetency, that there had been incapacity to an enormous extent, and that the disasters which had befallen the shareholders of the Borough Bank had been produced by the very system which had been adopted with Mr. Bramley- Moore's sanction. It was owing to that that the ruin of the Borough Bank had occurred. lir. POORE—Had not the, inside directors a list from which they could see every name ? Mr. DixoN—Yes. Mr. BLYTHE—Perhaps you can tell us what species of knowledge you had as an outside director of the bank, because it seems you knew so little that no sensible man would consent to remain in such a position. Mr. Dixox—l was not there to receive any emolu ment. Mr. Bramley-Moore has stated that the directors received a salary. The outside directors received no salary—they never received sixpence. Mr. PooRE—I have been at a meeting where a certain amount of money was voted. Mr. Dmorr—lt was given entirely to the managing directors. Mr. BLYTHE—What description of accounts were laid before you ? Mr. DIXON had stated at the previous meeting that the outside directors virtually had no knowledge what ever—that their office was a nominal one. Atter some further remarks, Mr. Dixon continued to say there was another statement made by Mr. Bramley-Moore upon which it was not unnatural that he should feel sensitive. He had stated that the Lords Justices, in the motion for a new trial in a case in which he was the defendant, stated that it was a case which might have been sued criminally. Now, he had never heard of such a thing, although he was present at the time and had read the report. There was nothing in the opinions of the four judges which could warrant such a statement, which he denounced as unfair t. unj ust, and unhandsome. . . • . Mr. J. BRAMLEY-MOORE held in hand a copy of the speech of the Lord Chief Justice, who said If it was the intention of the directors to publish what they be lieved to be untrue, for the purpose of inducing persons to buy shares in the bank, they were doing that which was wrong, and might have been indicted for con spiracy—though they might have believed at the time that by a successful career the bank might be solvent ; but publishing an untrue statement to induce persons to make purchase of shares, and running the risk of the bank becoming bankrupt, that was what the law would not allow, and those who did it were subject to civil and criminal proceedings." Mr. Drxort—Now, what does that amount to ? Mr. BRAMLEY-MOORE - It amounts to this : the law said it. Mr. Dixorr—lt merely said "if"—if they conspired to do so. None of the judges said it had been proved, Dr that the alternative was open for what had been proved. The Lord Chief Justice put a hypothetical case ; and he (Mr. Dixon) might with some propriety say that if Mr. Bramley-Moore were .taken putting his hand into a man's pocket lie would be sent to bridewell, and so he would. (A laugh.) Mr. J. BRAMLEY-1100RE quoted further the remarks of Mr. Justice Wightman, that "the defendant had brought this upon himself by concurring in what he knew to be:false." Mr. DIxoN must say, as he had already said, that when he withdrew his opposition to the report that was finally adopted, he did not intend any unfair statement. That statement had not produced any false impression as to the position of the bank or the value of its shares, so far as he was aware of it. He did not mean to say that he approved of the language in which that report was couched—as he thought the language was that of admission rather than open avowal. It was clear that no mystification or false impression as to the shares did arise ; and he said it was unfair and unhandsome to a i l gentleman who had done so much for the advan tage of the bank, to taunt him about what had occurred. Now there was a distinction between right and wrong, fair and unfair ; there was a favourable construction due to those who were placed in circum stances of difficElty. He was in circumstances of diffi culty, and he wanted to know what better he could have done. He stated for himself and for the other outside directors, that for anything . that appeared at the board for three years, they were just as ignorant of the true state of the bank as any of the shareholders ; and upon that resolution they had not the chalice of knowing more. Therefore, to hold out a hope that by any legal proceedings money could be recovered from the outside directors, was holding out only an illusory expectation. Mr. Dixon concluded by stating that there was not a managing director who had not lost all his fortune— and more, a great deal more, than most of the share holders had done. If they had net capacity to take care of their own property involved in the bank, was it reasonablelwas it consistent with what we knew of human nature, to expect they could be more careful of the fortunes and interests of the shareholders. He himself was a large sufferer, and, on an investment of very recent data, probably larger than all, except three or four individuals. He blamed the presumption and incapacity of the gentlemen who had the management of the bank, but he had nothing more to say. He had never yet seen anything which told him that those gen tlemen were aware of the rottenness and indebtedness which was under their care. (Applause.) Mr. WILLIAM TIPPING regretted that from senti ments of honour Mr. Dixon should have allowed his own individuality to be intruded as a shield for the other directors, for if there was one whom Mr. Bramley- Moore would have exempted from censure it was Mr. Dixon, who had been both the sacrificing priest and victim. He admired his chivalry, but by comm i .. for ward as he had done he placed them in an awkward position. He was the one person not attacked, and, therefore, 'had no right to stand up in the way he had done. Mr H. W. BANNER said he had not intended to obtrude any remarks upon the meeting, because he felt fratisfied as a liquidator with their showing an increased amount of assets by their statements ; but it would not be honsest or fair that he should shirk blame attaching Co him. Therefore, before Mr. Moore replied, he had to say he would rather he had included them all in one lash. He felt it only fair to say, that be was the one to open a correspondence by the letter to Mr. Freshfields, upon which Mr. Moore had remarked. It was upon him; and not upon Mr. Branker, the chairman of the liquidators, that Mr. Meore's animadversions should therefore fall. Mr. Banner proceeded to say that he was also the one wbolold Mr. Moore that the Attorney-General and Mr. Boville would be'consulted. They were under that impression, and had no ittea that there would be any alteration till the addresses cattle down. He had asked Messrs. Freshfields why they had made the alteration, and they said they had made it considerirq that Mr. Roundel! Palmer and Mr. Giffard were the Defter men, and that the opinion would be more satisfactory to the shareholders. A SHAREHOLDER wished to know what assets in the shape of household property were yet unrealised—houses or land Mr. BAONft replied that the only house property in Which they were interested was some house property in the Pa'rk, on which the bank holds a second mortgage. It was producing £so' a year in excess of rents; it sold, it would not produce the amount of the first mortgage. There was a stnall piece of land at T ranmere worth £l2O. That was all / Wept,. he should say, a consi derable portion of property it Manchester, as a debt to the bank from which they expected .£20,00'0. It had been offered by auction. The CHAIRMAN presumed the time had not yet come to' , crack upon the resolution moved by Mr. Bramley- Mobre'.. He bad no wish whatever to shirk the expres sion of die apfniou of the shareholders: at the same time it was his businesg,. 0 chairman of the meeting, to sec that everything was dont' and put in a legal manner. He called upon Mr. Marshall, et , licitor, to explain in what position they stood. Mr. MARSHALL said—According to the adteAement, that was a meeting simply for the purpose of repotting progress, nothing else. The resolution which had been put into Mr. Braneker's hands was one which he could not legally put to the meeting. He had not the slightest hesitation in saying it. If any shareholder was desirous of passing any resolution of that kind, they must adopt a totally different course. The CHAIRMAN, after that statement, could only say . to . the' shareholders who entertained the opinion embodied in the resolution that the y had a short and direct codtse' open. Those who thought he was unfitted fat the' situation which he held had only to apply to the Master of the Molls, and it was in his power to remove him at any time. Ile had no wish to remain in the situation, but at the gam time he re presented not only the gentlemen preztitt, but the whole body of the shareholders; and it would be kis duty to see that an expression of the opinion of the whole body of shareholders should be taken. He regretted exceed ingly that to any there he should stand in such a light ; with regard to seine, he was not surprised at it. That there had been expressed in various ways dissatisfaction with the way in which he had conducted some portion of the business he was aware. That it had arrived at that culminating point was unpleasant to himself, but if it was the wish of the gentlemen to carry it on, he had pointed out how they could do so. Mr. J. BnAttmEy-MorntE---Mr. Chairman, we knew perfectly well the object of this meeting, that it was for the purpose of receiving the report and such explana tions as it was your pleasure to give to us; but, sir, not withstanding the law of the case as laid down by Mr. Marshall,—though strictly we may be forbidden by the strict letter of the law from putting such a resolution, — I did not expect there would hare been any obstruc tion to having known the sense of the share holders on so important a matter ; and I think, instead of putting the shareholders to such an expense as you know is involved, when yon see that it is the wish of the majority that you should retire, it would be more graceful you should retire of your own accord. (A laugh.) It would save a deal of trouble, too. If you have conducted the business of a liquidator so well, there may be a majority in your support. That would strengthen your hands : then you might go on with greater confidence. But if, on the other hand, there should be an expression of the opinien of the shareholders against me, I certainly, speaking my own sentiments as how I should act under such circumstances, would withdraw from the concern. (Laughter and applause.) Mr. Bramley-Moore concluded by suggest ing that they should take a division, for satisfaction. Mr. MARTIN objected to that. It might be well for gentlemen to conic there with a cut-and-dry resolution, bringing his own friends to support him. Mr. J. BRAMLEY-MOORE—NO one saw that resolu tion. It was written only five minutes before I came here. The CHAIRMAN—If I wished to retire to-morrow, I must have the sanction of the Master of the Rolls for it. Mr. J. BRAMLEY-MOORE—WeII, you can obtain that sanction, I have no doubt. _ . The CHAIRMAN—Perhaps you make the application, and relieve me of that. Mr. NICHOLSON—Then what about the other two liquidators ? Is there any legal difficulty to their re tiring. You see there are only £lOO,OOO of liabilities to pay off, and I don't see it requires four gentlemen to do that. The CHAIRMAN — The other liquidators were certainly nominated in the way stated by the London bill-holders and Liverpool depositors, but they were elected by the shareholders as a body, and were confirmed by the Master of the Rolls, and there they are. Each liquidator has been legally appointed. It is in the power of any individual shareholder to bring a case before the Master of the Rolls if he thinks proper. Mr. BRAMLEINMOORE—But unfortunately you have all the funds. The CHAIRMAN—Has any gentleman any further question ? There was no response, and the meeting began to break up, when, on the motion of Mr. Martin, a vote of thanks was passed to the chairman. Thus ended the meeting. PUBLICATION. SCHOOL DRILL, SCHOOL MU S IC, AND S C HOOL PRYERS. By the Rev. .T. PRAYERS. By S. HowsoN, M.A. London : Longman and Co. 1860. Price 6d. This little publication consists of three short addresses, or little sermons, to the schools of the Liverpool Colle giate Institution, by its reverend and talented principal. They have mainly a local reference. The " School. Drill" cannot fail to be of interest and value to all inte rested in the training of the young ; and as the introduc tion of this element of education into the curriculum of the Collegiate is of many years' standing, the opinions expressed on the subject are entitled to great weight. Mr. Howson has found that instead of these military exercises exciting in the boys a passion for a regular military life, it produces precisely the contrary effect. " School Music" and " School Prayers," although less novel than the first-named, are treated with a remark able degree of perspicuity and freshness—such as is calculated to rivet the attention, and leave an indelible and beneficial impression on the juvenile memory. Every school-boy ought to have a copy of these pleasant and stimulating addresses. This pamphlet is well fitted for a Christmas souvenir. ECCLESIASTICAL INTELLIGENCE. BENEFICES AND APPOINTMENTS VACANT. DEANERY-M.7R (L. In the diocese of Dublin : Rev F. S. Trench, dec. • RECTORIES. Athy, and V : din Dublin: pat Crown and Archbishop : Rev F. S. Trench, dec. Aylmerton w Runton, Norfolk : dio Norwich : val £370 : pat W. H. Wyndham, Esq: Rev 11. C. Windham. dec. Clapton, Somerset : dio Bath and Wells : val £200: pat Cap tain Shipton, RN ; Rev I'. M. Shipton, prom. Felbrigge w Metton R, Norfolk : dio Norwich : val £3lO, with residence : pat W. H. Wyndham, Esq : Rev R. C. Wind ham, dec. Holgate w Tugford R, Salop : dio Hereford : val £474: pat Bishop of Hereford : Rev J. Corbett, dec. Ruekinge, Kent : dio Canterbury : val £291 with residence : pat Archbishop of Canterbury : Rev W. B. Stavelev, prom. Somerby w Humby C: co and dio Lincoln : val £645, with residence : pat Lord Willoughby d'Eresby : Rev W. E. Chapman, dec. VICARAGES. Baldon-Toot : co and dio Oxford : value £100: pat R. of Baldox Marsh : Rev C. W. B. Clark, prom. Grain, Isle of, Kent : dio Rochester : val £298: pats Reps of the late It, the Rev G. Davies. dec. Lamerton, Devon: dio Exeter : val £314, w residence : pat J. H. Tremayne, Esq.: Rev. E. Carlyon, prom. PERPETUAL CURACIES. Brackenfield, Derbyshire : dio Lichfield : val £BO : pat R of Morton : Rev. C. H. Leacroft, prom. Clee St. Margaret, Salop : dio Hereford : val £172: pat Rev. H. T. Pelham : Rev. J. Corbett, dec. King's Sterndale, Derbyshire : dio Lichfield : val £33 : pat Mrs. E. Pickford : Rev. E. B. C. Frith, prom. Littleborough, Notts : dio Lincoln : val £5B : pat G. S. Fol jambe, Esq.: Rev. W. Smithson, prom. Southwick, co and dio Durham : al £300: pat D and Cof Durham : Rev. L. Morgan, prom. Studley, Wilts : dio Salisbury : val £BO with residence : pat It of Trowbridge : Rev. J. W. Hardman, resigned. Wallditch, Dorset : dio Salisbury : val £54 : pats Lerd Rolle and J. Bragge, Esq.: Rev. W. C. Templer, prom. Wellington, Staffordshire : dio Lichfield : val £150: pats Crown and Bishop of Lichfield, alt : Rev. F. T. O'Donoghue, prom. DONATIVE CURACY. Edenham, co and dio Lincoln : val £52 : pat Lord Willoughby d'Eresby Rev. W. E. Chapman, dec. CHAPLAINCIES. Chester Incorporation: Rev. E. D. Green, prom. Dillon, France : British : Rev. R. Julian, dec. To Lord Willoughby d'Eresby : Rev. W. E. Chapman, dec. CURACIES. Alnwick, Northumberland : dio Durham. Astley Bridge, Lancashire : dio Manchester. Batcombe w Upton Noble, Somerset : dio Bath and Wells. Bath, Holy Trinity. Beanlinster, Dorset : dio Salisbury : stipend £lOO. Besford and Deffoid, co and dio Worcester. 3 Beeston.•Notts 'dio Lincoln. Bristol, St. Mary, Redcliffe : stipend £lOO. Bailey, Yorkshire : dio Ripon. Caenby w Saxby, co and dio Lincoln. Canterbury, St. Martin w St. Paul : with a title. Castle Douglas, Episcopal Church, Kircudbrightshire : dio Glasgow and Galloway : stipend Blue. Cheadle, co and dio Chester : salary £7l) with a title. Chester, St. Oswald. Chilton-Canteloe, Somerset: dio Bath and Wells. Chobham, Surrey : dio Winchester. Creaton, Great, Northants : dio Peterborough. Dodderhill: co and dio Worcester. Dunstable, Beds : dio Ely. Dunham w Dalton and Ragnall, Notts : dio Linc o l n . Everton, St. George, Lancashire : dio Chester. Gainsborough, co and dio Lincoln. Grewell, Hants : dio Winchester. Hambleden; Ilants : dio Winchester. Horsley, West, surrey : dio Winchester : stipend £BO. Johnstone w. Stcynton, Pembrokeshire din St. Davids's. Lavington, West, Sussex : dio Chichester. London, st. Clement Danes. Mawgan and St. Martin, Cornwall: dio Exeter. 'Lavin : co and dio Chester. Sucyd, Staffordshire : dia Lichfield. CONSVMrnox, COUGH, ASTHMA, AND BRONCHITIS CURABLE. —"I believe that the preparation of Balsam of Horehound and Aniseed (as prepared by Mr. _Martin, of 22, Copperas lil4Liverpool,) trill prove of mor e value, in ca se s of bron chitis and incipient consumption,_ than any other remedy extant. It relieves the most irritating cough in a few minutes; and, although it contains no preparation of opium, it induces sound and refreshiny sleep, soothes the nervous system, and restores the healthy action of the lungs." Recommended above all other medicines by Sir Alexander Tralles—see Thomson's Materia jfedica, page 175, vol. 2. The f o ll ow i ng, is from Dr. Brett, the eminent chemist :—" I consider the balsam of hore hound and aniseed, as prepared by Mr. Martin, an elegant and efficient cough remedy, and I fully agree with sir A le . xim. der Tralles and Dr. Anthony Todd Thomson, that, in co n j unc tion with cod liver oil, it is an admirable remedy for con sumption and delicate Constitutions."—R. It. Brett, Ph. Dr., M.R.C.S., late Lecturer on Ch em i s t r y a nd Medical Jurispru dence, Liverpool Royal Infirmary. The balsam of horehound and aniseed is prepared only by T. Martin, chemist , 22, Cop peras-hill, Liverpool ; but, owing to its great and increasing sale. agents . have been appointed in all principal towns ant; cities. It can be procured wholesalz from Itaimes and Cc.. Edinburgh and York, from Sutton and Co., Lonuon, West macott, Manche , ter, and wholesale and retail from the manu facturer, as above. Price, Is. lid., 2s. Pd., and 4s. 6d. each. The lozenges in box at Is. lad.' er tree by post for Is. 6d. LATEST NEWS. (EY BRITISH AND IRISH MAGNETIC TELEGRAPH.) FRANCE. PARIS, Dec. 19: The Moniteter says, on the Ist of January next the Emperor will receive the diplomatic corps,. the constituted . bodies of State, and d e putations from the National Guard and the army. Their Majesties will not receive on the 2nd January. A French provincial journal, occasionally used for semi-official purposes, states that eaeh of the great military commands is to have two fighting divisions attached to it always in a state of reach ness to enter upon a campaign. The trial of the Union newspaper came on to day. The Imperial Procurator declared that legal proceedings were discontinued on account of the amnesty granted by the Emperor. The Emperor Napoleon's " Life of Cwsttr" is expected to be out about the middle of January. THE NEW PAMPHLET ON VENETIA. --- The Emperor Napoleon, on revising the proof sheets of the new pamphlet on Austria and Venetia, is said to have made a correction refer- ring to the frontiers of France by underlining the word present. This is mentioned as a proof that he does now really desire peace and good fellowship with all his neighbours. THE CESSION OF VENETIA. The Paris correspondent of the Daily News says it is more than ever believed that negotia tions pressing Austria to give up Venetiw aro actively going on. IMPORTANT MEETING AT THE TUILERIES. On Monday evening Lord Cowley and M. de Metternich met at M. Thouvenel's, and those three personages went to see the Emperor at the Taileries. THE FRENCH FUNDS. PARIS, Dec. 19, 3.20 pan, The Bourse dull and heavy. Rentes closed a 68f. '7oc., 15c. lower than yesterday, ITALY. Trnirr, Dec. 18. There is no truth in the statengunt contained in some Italian journals that .Austria; had sent to the Sardinian Government a list of names in con nection with the conspiracies which are being organised in Italy for the purpose of encovrag,ing the agitation in Hungary. WAR IN THE SPRING. Tho correspondent of the Debats at Turin says that General Benedek has informed his troops that they must be prepared for war in the spring, and that it is at Mantua he means to crush Gari baldi and his adherents. The Turin Gazette (a very moderate joarnal) likewise says that the Venetian question must be settled, and no ministry could stand for x singla day which gave up Venice. THE THRONE OF HUNGARY. The Hungarians in Paris are openly promising the throne of Hungary to Prince Napoleon. The Hungarian Committee at Pestle are is communication with St. Petersburg, and have offered the crown of St. Stephen to Prince Constantine. A pamphlet is about to appear in Paris which is said to have received the sanction of Prince Napoleon. The writer advocates the dismember ment of the Austrian Empire. INSURRECTION IN PORTUGAL. MADRID, Dec. 18. Disastrous insurrections have taken place in Portugal. SWEDEN. STOCKHOLM, Dec. 18. The Dowager Queen of Sweden, widow of Bernadotte, died yesterday evening. It is men tioned as a singular incident, that her Majesty was about to visit the theatre to witness the performance of Calderon's play " Life is a Dream." THE EAST. CONSTANTINOPLE, Dec. 12. The Sardinian ships which were stopped at Sulina have been released, and will take their cargoes of munitions back to Genoa. The Sultan has commenced retrenchments in the expenses of the palace. News from Podgoritza states that a conflict had taken place between the Turks and the Montenegrins. The officials of the new Roumelian commission' have been nominated. The principalities are tranquil. The Viceroy of Egypt will shortly proceed to. Mecca. THE DANUBIAN PROVINCES. JASSY, Dee. 18. It is denied here that the Moldo-Waachian Government participates in the Hungarian . move ment. THE AUSTRIAN CONFERENCE. GRAN, Dec. 18. The conference has been definitively closed, after having lasted four hours and a half. Count Darcoczy censured the electoral law of 1848, and spoke against the privileges of the nobility as established by that law. He also advocated equal rights for everybody. Finally it was unanimously resolved to request the Emperor to grant the electoral law of 1848.. The Primate, in his closing speech, expressed the hope of an early convocation of the Diet, sad exhorted the nation to union and confidence. A banquet afterwards took place in the Pri mate's palace, when speeches of a conciliatory character were delivered. The healths of the Hungarian and other Councillors of State were drunk amidst loud and enthusiastic cheering. CALCUTTA, CHINA, AND AUSTRALIAN MAILS. SOUTHAMPTON, Dee. 19. The Pera, with - the above mails, has arrived. She brings 118 passengers, £2,322 in specie, and a large cargo, including raw silk, value upwards of £200,000. The British barque Washington, of Shields, homeward bound from Odessa with wheat, foun dered on the 10th instant. The ship papers only were saved. The master and crew were taken on board the Pera and landed at Gibraltar. On the 11th instant the Pera passed the steamer Royal Bride, of Bristol, hove to in a gale of wind, and on the 13th a man-of-war, supposed to be the St . . Jean d'Acre, three or four days from Malta. She also observed several vessels with topmasts gone, and on the lath passed her Majesty's ship Mersey coming out of Lisbon. Gibraltar freights and exchanges were un altered. AMERICA. LONDONDERRY, Dec. 19. The Nova Scotian, from Portland (Maine), on the Bth, has arrived ; and landed all mails. The City of Manchester and the Saxonia had arrived out. The President's message was considered weak and unsatisfactory, both by North and South. The President had announced his deter mination to send no more troops to the Charleston Forth; and stated that everything would be done on his part to avoid a collision. The Breckenridge members of the Virginia Electoral College had resigned, and allowed the whole State vote to go for Bell and Everett. The powder magazine of a Spanish frigate had ex ploded off Brooklyn ; three persons killed and twelve wounded. The Georgia Senate had rejected a bill calling a convention of the Southern States. This was received as an indica tion that Georgia would recede. COMMERCIAL. NEW YORK, Dec. 7th, Evening.—Rates of dis count on current money adva nc i ng , ow i ng to the depreciation of Stocks; latt er opene d l o w e r, but closed firmer. Illinois Central Scrip, 521; Net York Central, 691 ; Erie, 24. The Cotton mark et dull and unsettled ; sales, 600 bales middling Uplands at 91e. Flour, Corn, and Wheat, de clining. Sugars and freights unchanged.. LOSS , OF THE STEAMER CONNAUGHT. The Board of Trade] have made their official report with regard to the suggestions which arose out of the official inquiry. The Board express the opinion that it would be inexpedient to establish any supervision by Government officers of steamers during their construction. As to the examination of masters and mates con nected with the steam-engine, the Board say it could not be made compuloory without the vinter ference of the Legislature; but a system of olun tary examination has been for some time in operation. The question whether engineers should be compelled to pass an examination and to obtain certificates from the Board of Trade it; one for the Legislature, and the Board say they are not in a position to offer any opinion upon it. Sir George Carroll, one of the aldermen of the city of London, died yesterday morning. The weather in London has changed to a seasonable frost. The Duke of Bedford is seriously ill. Lord John Russell and other members of the family are at Woburn. Mr. Schneider, connected with the firm of Mortimer and Co., was under hamination at the Court of Bank ruptcy yesterday. The following appeared in our later editions of yesterday FREIGHTS AT BOMBAY. BOMBAY, Nov. 26.—There has been an important rise of fully 10s. per ton. the quotations being £2 17s. 6d. to London, and £3 2s. 6d. for L iverpool. Lord Stanhope was returned for South Notts yesterday without opposition. The Bombay mail, via Marseilles, will be delivered morning. in London to - morrow (Thursday)