The Express.
London, England, 1867-08-17 00:00:00

HAYMARICILT.

Tan Emma, THE saiiiaTolikANDAL. Mown. Chip-
mdale. Howe, &wen. Kendal. Clark, Weatheraby, &c. Hea-
rt, Chippendale, Mewl Warn, &e.—TO PARIS AND
BACIBE litirt&A—And Till KULL AND HOW TO USN IT.

PRINCES'S.

Taal ETZPITNO, THE DAY AWRITI THE WEDDING,—THE
mAir cr AIRLIE. James Harebell Mr. Herman Vella Messrs.
R. Price, Forrester. theiharn, Maclean, and Ellerton : Misses E.
Stuart, Nally Moore, etc.—And AN UNPROTECTED FEMALE.

R7ILXD.

Tan Memo, szveiiits. Leesrf. Emery, Passelle, Rob-
son, and Mwanborough . Mesdames Ada Swashorough and John-
stone.—And THE LATENT EDITION OF KENILWORTH.
Means. Thorns t James , Mesdames Holt, Newton, &c.

BB[?ANNIA.

Tins EVRistne, MY POLL AND MY PARTNER JOE—The
Brothers Hanlon : Mr. C. Woodman ; Mr. J. Phunnton ; Little
Levitt.; Jessie Nina; the Champion Akatera—And Jaen 0'
LANTERN. Mr. Reynolds and Mias 8. Miles.

RIOR MATRA AT LONDON DZIIGIL
tEll DM —Morning. 3b. 13m......Aftentoon. 311. 31m.
TlYKollloW—.MOrrillair, 3k 47cs......Afternoon, 4A. 34n.

LONDON, SATURDAY, AUGUST 17.

Ir has often been remarked that there are few
things morn dangerous than attempting to give
reasons for an opinion or a course of action.
A man may adopt the right view or form the best
resolution, while the reasons which may have in-
duced him to do either may be utterly worthless.
Nor perhaps is there any position in which this
maxim is more important than that of a judge on
the bench. On the other hand, it must be ad-
mitted that where the tribunal is supreme, and
the principles of law involved are of wide scope,
it is the duty of the judges in pronouncing
their decision to explain the grounds upon
which they proceed, in order to guide the public
in the management of their affairs. But while
public convenience requires that the reasons of any
judicial opinion should be clearly stated and sus-
tained, it is of almost equal importance that these
reasons should be strictly confined to the points
at issue. It is a mistake for judges to pronounce
opinions upon questions which are not directly
before them, or to travel beyond the problems
which absolutely demand solution. In the first
place, such ()pillions are extra-judicial, and are not
binding ; in the next place, they have a tendency
to breed confusion and litigation. Able and conclu-
sive as the judgment of the Loan Casiscxu.oa was
in the case of Overend, Gurney, and Co. (Limited),
it can scarcely be doubted that in the course of
that judgment he touched upon points which were
not directly involved in the question at issue,
and expressed opinions which are certainly at
variance with those of other lawyers equally
eminent. Indeed, it is not too much to say that
if the opinions of the CakiNcELLoa had hitherto
been acted upon, many would have been subject to
liability from which they have practically been re-
lieved.

It is to be observed that in forming • joint-
stock company two documents are necessary. In
the first place, there is what is called the Memo-
randum of Association, signed by a specified num-
ber of persons, and it is this memorandum which
really constitutes the company. In the second
place, there are the Articles of Association, which
define the objects of the company, and the mutual
relations between the directors, the company, and
the shareholders. These two documents are, in
fact, " the charter or title deed under which the'
" company, in which any person agrees to
" become a shareholder, is to carry on business."
But it is well understood that these two
documents are seldom seen by the public ;
though they are always, sooner or later, to
be found at the office open to inspection.
The Prospectus is the document which is
distributed among the public by those who
are getting up the company, and the state-
ments ccntained in it furnish the practical
grounds upon which parties are induced to apply
for shares, and to accept them. Indeed, any
person who has had experience in such matters
will readily admit that to the ordinary City man,
or trafficker in shares, the formal legal documents
are of no more use than a marriage settlement or
deed of entail. Without the aid of a solicitor, or
of some short abstract couched in non-technical
language, these formal documents would be to
many unintelligible. In short, the statements of the
prospectus, which are made by the directors, and
which are practically relied upon by intending
shareholders, are understood to explain the real
objects of the company, and the conditions under
which shareholders are placed. So far, therefore,
as the public are concerned, it is of the utmost
importance that the prospectus should beaccurate in
its statements, or, at all events, that shareholders
should not be bound if they have taken shares
relying upon statements made in a prospectus
which turn out to have been erroneous. Unfortu-
nately, experience has proved that directors are
by no means scrupulousin drawingup prospectuses.
Lands are represented as flowing with milk and
honey, which are remarkable only for sterility,
or even have no existence at all. Mines described
as abounding in wealth have been offered for sale
which never had yielded, and never would yield,
an ounce either of gold or silver. But, more than
this, prospectuses have been issued which proposed
to establish a company fur one purpose while the
articles of association proposed to bind the share-

holders to establish a company for &purpose totally
different.

Now, one of the questions which has occupied
the Court has been, what is the legal result of such
a state of things ? There can be no doubt that
the prospectus ought to agree substantially with
the articles of association. But suppose it
does not, what is the position of a registered
shareholder ? Is ho entitled to come to the Court
and to say, " I demand to have my name removed
" from the list of shareholders. I never proposedto
" become a member of such a company as this.
" The company which I desired to join was de-
" scribed in the prospectus. The company which
" I have consented to join may be that which is
" described in the articles of association, but it
" differs materially from that described in the
" prospectus, and therefore I insist upon having
" my name removed from the list of shareholders."
Hitherto it has been supposed that a shareholder
in such a position, assuming that he applied within
a reasonable time, would be entitled to have his
name removed from the list. In some cases, in-
deed, it appears that several months had elapsed
after the articles of association which differed from
the prospectus had been registered before any
application was made by the shareholder to have
his name removed ; and yet the name was
removed, even after the company had
failed. But this is the doctrine of
which Lord CHELMSFORD has expressed his
disapproval. The CHANCELLOR, agreeing with
Lord CAIRNS, objects to a shareholder being
allowed almost any time whatever to find out
whether or not the prospectus and the articles of
association are identical in their terms. " I think,"
said Lord CAIRNS--and Lord CHELMSFORD adopts
his words—" I think a shareholder ought to be
" held bound to look to the memorandum and the
" articles of association before he applies for shares.
" But even when the memorandum and articles of
" association are not in existence at the time, I
" think, at the very latest, when he received his
" allotment of shares he ought to satisfy himself
" that there is nothing in the memorandum or
" articles of association to which he desires to snake
" any objection." Unquestionably, as the LORD
CHANCELLOR says, this rule would relieve the
judges of much embarrassment, because it would
relieve them from the difficulty of de-
fining what is " reasonable time." But
it would certainly be introducing a rule which
has not hitherto prevailed ; and if it had pre-
vailed, there are many who have been removed
from the list of shareholders who might still have
been liable. It should certainly be observed that
it was unnecessary to pronounce any opinion upon
this point ; nor did the other judges intimate in
the slightest degree that they coincided in opinion
with the CHANCELLOR. But those who intend to
become shareholders would do well to remember
that the opinions of the CHANCELLOR and Lord
CAIRNS are of considerable practical weight. "It is
" the bounden duty," we are told, " of a person
" to ascertain at the earliest practicable moment
" what is the charter or title-deed under which
" the company in which he has agreed to become
" a shareholder is carrying on business," and if he
chooses to neglect this advice for the future, and
to rely upon a prospectus, the chances are that
he may be held bound as a shareholder in a
concern which, if ho had understood the real
object of its existence, he would never have joined.
There are unanswerable reasons why a person who
has allowed his name to be placed on the register
of shareholders, and who has thereby held himself
out to the world as a partner, should be bound to
pay up his shares, in order to discharge the debts
of the company—should be bound, in other words,
so far as creditors are concerned ; but it appears
by no means so clear that the directors who have
issued a prospectus proposing to establish a com-
pany of one sort, and have drawn up articles of
association proposing to establish a company of a
different sort, should be entitled to compel a per-
son who joined on the faith of the prospectus to
remain a shareholder in the company defined by
the articles of association. This is surely allowing
them to take advantage of their own fault.

OUR CONTEMPORARIES.
(THIS DAY.)

The Times cannot entertain the least regret at
the fate which has befallen the bill for facilitating an in-
crease of the episcopate. Some of the moat material
amendments introduced in the House of Commons were
on Thursday rejected in the House of Lords, Lord Derby,
with the Archbishop of Canterbury and the Bishop of
Oxford, declaring that they would rather sacrifice the bill
than accept the alterations, and, in consequence, it was
yesterday withdrawn in the House of Commons by Sir
Bounden Palmer. The introduction of the bill has,
however, proved of some service. It has conclusively
shown how impracticable any such scheme must be in the
present day, and it has also exposed the hollowness of
some of the arguments moat loudly urged on behalf of the
proposal. From such a result it is not difficult to judge
how genuine is the cry fur " More Bishops." Churchmen
have had a fair offer. On condition that they would
raise the requisite funds by their own exertions, parlia-
meat was ready to consent to the establishment of new
bishops for the discharge of purely spiritual functions.
The offer has been refused, and the Tuna is jun-
ti6ed in concluding, ou the one hand, that the
advocates of this measure cannot rely on the gene-
ral support of churchmen, and, on the other hand,
that their own belief in the spiritual efficacy of bishops is
not so strong as their language would imply. For its part
it never entertained any other opinion ; but in future dis-
cussions this precedent will have the weight of a practical
proof. Thi. bill has proved the hollowness of the demand
in question.

The Trefßc Regulation Bill for the metropolis, the
German Customs League, and the judgment in the Over-
end and Gurney case, are the other topics of comment in
the Times of this morning.
The Daily News is disposed to concur with the French
semi-official journals in reducing the meeting of the Empe-
rors at Salzburg to the proportions of a visit of sympathy
and condolence. It does not envy the Emperor Napoleon
his part in the conversation on the Mexican empire, and on
the means of satisfying its numerous creditors in Austria and
France. That afflicted family at the castle of Salzburg
will recognise in their powerful friend the author and the
finisher of an immense deception and disaster. The Em-
peror Napoleon is a man of feeling, and he will doubtless
atone for his responsibilities by his emotions.
In another article the Daily News considers that social
questions will form the subjects for future legislation,
and that they will open up a sphere for the exhibition of
all the highest qualities of statesmanship such as no
I merely political questions can possibly present. Upon
their successful treatment more than on anything else,
our future welfare as a nation depends.
The other morning journals mainly devote themselves
to the discussion of foreign affairs, or subjects which
have been previously dealt with in their leading columns.