The Sun.
London, England, 1852-01-01 00:00:00

FRANCE.

The Union Bretonne announces that the publica.
tion of the National de l'Ouest, of Nantes, has been
suspended by a decree of the Prefect.
The Municipal Council of la Chapelle-des-Marais,
in the Loire-Infiirieure has been dissolved by a de-
cree of M. Maurice Duval, the Commissary-General
of the department.
The Etoile du Reassillen, a journal which was
published in the Pyrenees-Orientales, under the direc-
tion of M. Paul de Lourdoneix, has been prohibited
from further publication by a special decree of the
Prefect of the department, the day after the Presi-
dential election.
The Bishop of Gap has addressed a pastoral letter
to his diocesans, requesting them to offer prayers for
the safety of France and of society. In conclusion
the Bishop recommends the following course of con-
duct to his clergy under existing circumstances :
" You should recollect that the priest is not the
man of a party, but the man of God; that he is
equally accountable tor his ministry to all opinions ;
that the first obligation imposed on him in those diffi-
cult times is to conduct himself with a wisdom and
moderation truly pastoral, and which, whilst causing
him to avoid everything which might irritate or offend
the opinions of any, will conciliste the respect and con-
fi fence of all. Ut is qui ex adverse est vereatur nihil
babeus malum dicere de nobis See, therefore, wy
dear coadjutors, in the various parties which surround
us only children of God, to be enlightened and to be
cleansed of their sins, to be conducted to Heaven ;
abstain from all that might be injurious to the divine
mission. Never discuss the angry questions of human
policy in the sacred pulpit, which should never echo
with any but evangelical maxims. Let your lan-
guage and your actions be so prudent, so reserved, so
benevolent for all, that there may not be an individual
in your parish that may not with confidence claim
your advice or the assistance of your prayers.
Sic nos existimet homo ut ministros Christi et
disperautores tnysteriorum lei. The more pru-
dent and circum,pect you shall be seen under
present circumstances, the more you will have a
right hereafter to show yourselves firm and in-
trepid when you have to defend the interests of reli-
gion or of the Church. The experience of 60 years
of political agitation has proved to us that those priests
who are too ready to meddle with political discussions
have always lost a portion of the influence of their
spiritual ministry. Penetrated with the grandeur
and the sanctity of your mission you will thus pursue,
my dear coadjutors, with the tranquillity and confi-
dence with which the spirit of faith inspires you, the
exercise of that ministry of peace and charity, increas-
ing in zeal and in devotedness for all that can contri-
bute to the instruction and sanctification of the flock
entrusted to your care. Receive, my dear coadjutors,
the assurance of our perfect and affectionate attach-
ment. " j- IstuNzs, Bishop of Gap."

JOINT-STOCK COMPANIES.
We believe that, during the last session of Parlia-
ment, a measure was prepared and actually printed,
authorising in Ireland the establishment of joint-
stock companies with limited liabilities—a phrase
well understood by lawyers, and one which we
suspect, before long, will be equally well under-
stood by the public generally. The reason
which induced the Government to sanction such
an attempt was sufficiently obvious, namely, to
promote the application of English capital for the
development of the great natural industrial resources
of Ireland, on a system which at once combined the
great requisites of safety and convenience. We do
not know why that measure was not proceeded with,
for it was understood that if it had been successful
in its pasaage through Parliament, a similar measure
would also have been introduced at an early period of
next session for this country. Perhaps the law-
offizers of the Crown were of opinion that a question
of such general importance ought not to be treated
merely in reference to one portion of the empire, and
that it would be better to wait until they saw a
fitting opportunity of introducing, with a reasonable
prospect of success, some measure which would deal
with the whole and complicated question of Joint-
stock Company law.
A curious and an interesting article might be written,
detailing the attempts which have been made by Par-
liament, at different periods, from the Bubble Act, 6th
George 1., c. 18, to the recent Registration and Joint
Stock Companies' Winding-up Acts, to check alto-
geth,er, or to regulate the growth of these associations
or quasi corporations. Going back a liAle further, we
might also mention the contention in the 3l institute,
that, under the statute of monopolies, the inventor of
an engine to do as much work in a day as might
employ many labouring hands was not entitled to
accept a patent, " because to deprive industrious
manufacturers of their ordinary means of subsistence
was considered a great inconvenience." How such a
law would have suited an age which has been benefited
by the ingenuity and skill of Watt, Rennie, and
Stephenson, we need hardly say. But Lord Bacon
appears to have entertained a notion some-
what of the Came kind, for he saes, "care must be
taken that monopolies, which are the cankers of all
trading, be Dot admitted under specious colours of
public geod," and:Lord Eldon, speaking of the Joint-
Stock Company mania of 1825, says—" Perhaps it
thig!lt be of lit le e.n,equ,n,e that our ancestors
struggled so strt nu ,uzly against the powers of the
Crown to grant rnonop,lies, for in the present day it
was in the p t e'er of individuals to monopolise not
only in the mines of Mexico, whieb, for any-
thing he knew, tnigly be useful enoug i, but in every
article of cotrumption and the time seemed tone
approaching when people would neither be allowed
to eat, drink, or weer cleen linen, except upon the
terms these companies thought fit to impose. He
would ask whether it was consistent with public
credit that matters should remain in this state ? It
might he worth considering, in the event of peeu-
Diary diffi .ulties in which this country might be in-
volved, and in the event of the clashing of the in-
terests of these companies and those of the country
at large, how far this state of things would be allowed
to continue." Many of the evils here described by
Lord Eldon have since been remedied by the Legis-
lature and by judicial decisions. The case of Van
Sandan v. Moore, which rendered it almost impos-
sible for individual shareholders to exercise their
common law right of dissolving partnership, con-
ferred upon these associations the quality of perpe-
tuity; the RegktrAtion Act next has conferred upon
them a di-tinct corporate existence; and the Wind-
ing-up Acts, by a bold innovation on
proce-
dure, have provided means by which equity
their al-Lairs can
be readily dissolved and wound up—we wish we could
add, with cheapness and justice.
That great public good
may be effected by small
contributions of money,
forming, when collected to-
gether, a large aggregate capital, the
public
experience
of our great railway and other p nies
abundantly proves, and the Legislature havingecol tea.
them a w,ll-defined legal status, the
whether it would not be better to
further, and to borrow from our continental lsetehp
hours that principle of limited responsibility, nehr,eh-
pnreexcteeestioniveisa,
under the name of Sociitis Commandite, news been
found to work remarkably well. Our attention has
been railed pointedly to this subject, because we tee
that several companies have recently been started with
a foreign domicile, but appealing, nevertheless, to
the speculative tendencies of English capitalists. The
associations to which we allude believe that, by the
clever trick of having a foreign domicile and a board
of foreign directors, with an agency or board of super-
vision in this country, they will be enabled to avoid
the provisions of the Joint-Stock Companies' Regis-
tration Act. The prospectus of one states, " that the
liability of each shareholder is limited to the amount of
his shares, and these shares being paid up in full on al-
lotment, and being to bearer, are not subject to any
call or registration—and no deed has to be signed."
Every lawyer is well acquainted with the various
clever contrivances which have been suggested to
avoid the usury and the morttnain laws, both by indi-
viduate and by companies, and how rigorously our
Courts have always discountenanced such attempts.
In the same manner, we have no hesitation in
asserting that our Courts will view this neew contri-
vance to avoid the Registration Act. But perhaps
these companies are not aware that there are
already two decisions expressly against them. In the
Madrid and Valencia Railway Company, ex party
James, a company was formed for making a railway
in Spain, with a board of directors both at Madrid
and London ; the locale or domicile of the company
being in Spain, and its affairs to be regulated by the
cem,Dercial code of Spain ; two-thirds of the capital to
b suhkicribed by Eoglish shareholders, and the re-
maining one-third by Spanish shareholders, and
it was held that such a company was within the
scope of the Joint- Stuck Companies Winding-up
Act, 1848, as far as regarded;the English subscribers.
In the Dendre Valley Willw3Y and Canal Company,
an Anglo-Belgian coinpanv, constituted a sociitii
anonyme, with domicile at Brussels, with a beard of
directors there and in London, was held on the peti-
tion of an English shareholder, to be within
the operation of the Winding-up Acts. These
cases are on all-fours with the case to which
we allude, and we point out the fact,
merely for the purpose of showing that there is a
growing inclination in this country in favour of the
principle of limited liability, and also for the pur-
pose of suggesting Weether it would not be better for
the Government at once to meet that inclination, by
Some carefully-prepared and comprehensive measure,
rather than to leave such associations to have re-
course to expedients which would not stand for an
instant in any court of law or equity. It has been
said that it is doubtful whether the Registration Act ,
applies to companies formed for foreign or colonial
objects. Registration, as the first step in the consti-
tution of a company, is, no doubt, a matter of great
importance ; but it must not be forgotten that the
stringent provisions of theWinding-upActsare matters
of infinitely greater importance to the shareholders,
and tho two wets which we have cited show this--