The Sun.
London, England, 1865-08-31 00:00:00

SPIRIT OF THE PUBLIC JOURNALS

TIMES.—The result of the dispute between Capt.
Jervis and his brother directors of the Great Eastern
Railway Company is not a little curious. The Capt.
has won the day, but the decision was quite unin-
tentional on the part of his constituents. It all came
of the glorious uncertainty, or rather obscurity, of
railway law. About 3,000 proprietors tumbled into
a pitfall and were lost to their patrons on the day of
strife. Last Thursday, when the chairman of the
company declined at the half-yearly meeting to ac=
cede to the proposal for a committee of investiga-
tion, a vote was moved and carried by a show of
hands making the appointment of such a committee
compulsory. Upon this the directors demanded a
poll, and a poll accordingly took place. It was then
found that the directors had been armed with a most
powerful array of proxies, so that though the votes
personally tendered were against them in the pro-
portion of two to one, they could completely upset
this majority by the proxies producible; in fact,
they did thus retain possession of the field by a ma-
jority on their own aide representing upwards of
£2,000,000 of stock. No sooner, however, had the
secretary read these statements to the meeting which
reassembled on Tuesday morning than he proceeded
to observe that the results were completely vitiated
by reason of an unfortunate informality. Four years
ago Parliament relieved railway property of a cer-
tain impost, and provided facilities for its manage-
ment by reducing the stamp on a proxy paper from
half-a-crown to sixpence. But the act also ordained
that every shareholder signing a proxy should efface
the stamp upon it by signing over it his initials and
the date of the transaction, besides adding the day
on which the proxy was to be used. This formality
just 2,946 shareholders out of 3,202 omitted to ob-
serve, and the consequence was that a like number of
proxies was declared inadmissible by the scrutineers,
and rejected from the account. This, of course,
destroyed the phalanx in which the strength of the
directors lay, and the upshot was that a majority
was declared for the amendment in favour of a
committee of inquiry. Still, the affair was not
quite over, for this wholesale disfranchisement re-
duced the total amount of stock represented at the
meeting to less than the sum of £1,000,000, required
to make a meeting legal, so that, in the opinion of
many persons present, there had been no meeting
at all, and nothing had been done or decided by
which either directors or shareholders could be
bound. To this objection, however, the solicitor of
the company reasonably replied that a " legal meet-
ing" could hardly be considered necessary for the
purposes immediately in view, since any number of
shareholders might surely go at any moment to
those who managed their affairs and request to see
the accounts of the concern. So in the end five
gentlemen were " appointed a committee to investi-
gate the affairs of the company," and Captain
Jervis accidentally gets his way. We are glad of
this for the sake of all parties. It is no doubt true
that a large majority of the proprietors, measured
by the stock represented, was prepared to support
the directors in the refusal of the committee. The
natural influence of official authorities, coupled with
solicitude for material interests supposed to be at
stake, might be relied upon for producing this result.
Things must be very bad indeed if the directors of
any great company cannot by means of the proxy
system secure a majority at a meeting. The number
of persons who will trouble themselves first to in-
quire and then to act in such cases is always small.
The majority will stay at home, and " support the
direction" by proxy as the likeliest way of stifling
scandal and escaping loss. The Great Eastern
directors were literally justified in arguing that, as
a majority of their constituents supported them in
their opinion that Captain Jervis's charges had been
sufficiently answered, and that any further inquiry
would be undesirable, they were in duty bound to
act upon this verdict of the body which they repre-
sented. This was plausible argument, but it was
bad policy. A considerable number of share-
holders, as appeared plainly at the meeting, did
desire an investigation, and it might have been
fairly presumed that the rest would have enter-
tained no independent objections to the committee
had the directors conceded it. By such a conces-
sion, therefore, the directors would have satisfied
one party without offending the other, while, as
they were considerate enough to take the public into
the question, they might have relied, as we can
assure them, upon thus satisfying the public too.
" With regard to the public generally," observed
the Chairman, " it would seem that apprehension
is felt in certain quarters as to the validity of bonds
issued in anticipation of others falling due." We
beg to say that this is a very imperfect representa-
tion of the feeling of the public. The over-issue of
bonds by a great company in excess of its borrow-
ing powers is a most important matter, but it is far
from being the only one raised by this controversy.
The real gist of the case still seems to escape the
apprehension of the directors. The public cannot
admit that when a director of a company has openly
advanced charges of grave maladministration
against his brother directors, these directors should
be allowed to be sole judges in their own case.
When they " submitted that the charges preferred
required no further answer or inquiry than that
which had already been given them," and " trusted
that both the shareholders and the public would be
satisfied with the explanation," they assumed a
great deal too much. They were not entitled to
dismiss the case in this manner, and to demand that
their own plea of " Not Guilty" should be accepted
as the equivalent of a verdict to that effect delivered
by a jury. Doubtless it might happen that an ac-
cusation might really be beneath the notice of the
Board and unworthy of any attention, but that
view could not be taken of the case before us. In
fact, it was not taken, for the directors, by pre-
paring and publishing an elaborate reply, showed
that they did attach weight to the indictment, only
they wished the case to be tried in their own way.
They answered their opponent, pronounced their
own answer decisive in their own favour, and then
desired the world to accept this decision. That
was more than could be granted. The reply of
the Directors, even as considered in itself, was by
no means so conclusive as they were pleased
to suppose ; besides which it was met by a
rejoinder from Captain Jervis impeaching the
representations, and offering to make his words good
before an impartial Committee. Moreover, the
Captain intimated that he suspected more than he
said, and that there were many inquiries which he
wished to raise, but that he could not get at the in-
formation he wanted. The directors averred that
they had nothing to conceal ; Captain Jervisasserted
that they \fere concealing things even from him—a
brother director. This was not a position in which
so serious a question should have been allowed to
stand. The directors may assure themselves that
the " detrimental effect upon the credit of the com-
pany" which they apprehended from the inquiry
would have been far more likely to ensue from a
refusal of the inquiry, and we are glad for the sake
of all parties to find that their decision, though it be
by accident, has been overruled.
POST—The great German people, the nation that
has—we forget for how long—been asking itself
what the Fatherland was, is now rather summarily
called upon to consider the question from a point of
view not at all poetical. Germany has made war
and peace, and conquered land and -sea, without
counting the cost. On-lookers saw from the first
that such a demonstration of force would prove ex-
pensive, and that obligations had been contracted
which would have to be met. There is no longer
any doubt about the fact ; the bill will shortly be
presented, and it cannot, like the " glories of Dup-
pel," be handed down to posterity. Lauenberg and
Holstein have to be paid for as soon as the money
can be raised ; for that is a cash transaction, and
Germany must guarantee the possessions, German
and non-German, of the Austrian empire. So runs
the bond, and it is to be hoped that the Germans
—princes and people—will read, mark, and learn its
meaning, the responsibility it imposes, and the con-
tingencies it contemplates. The purchase of Lauen-
burg and Holstein primarily concerns Prussia ; and
the Prussian people, it is supposed, will find the
millions of thalers that are required. Still, the
bargain scarcely less affects Germany, inasmuch
as, virtually, it goes to extinguish the inde-
pendence which remains faintly flickering, in
the Federal Diet. It may be, too, that the
principle the proceeding in a manner esta-
blishes—the assumed right to rectify frontiers by-
private contract—will be taken to be the act of the
Government of Berlin. But the guarantee proposed
to be given to Austria is more comprehensive, and,
although referring to future events, more immedi-
ately serious. The engagement, to be understood,
must be considered in its practical bearings ; and it
amounts to this, that the completion of the unity of
Italy may only be accomplished in a great European
war. In effect, it declares that if Austria chooses
to hold Venetia, Germany will co=operate with her
in defending the Quadrilateral, Having sold Lauen-
burg and agreed to sell Holstein, it might have oc-
curred to the Italians that Austria would sell her
dependency in the Adriatic. That idea may now,
however, be put awe, and perhaps it is just as well
that it should be. The cession of Venetia would
not alone have sufficed to secure peace. to Europe,
Of course the German Guarantee is gilogekitod to
illakc Italy au Wer4l* for tile PAPOCitlenOes Of at-
tempting to realise her aspirations, and in that sense
it will, no doubt, be said to be pacific in its tendency.
But it is perfectly idle to argue upon such an as-
sumptiow If the Federal Piet Fesplvcs tp pledge
its resources to the protection of thansfrian dm. pre
the vote will not be inisapprehended Tln.s• • selie*
has been examined-tgllf nwFiellt 9:0014y.be
Lit-aotswsitliechewveans
PwchsenibtlehesiGerman fleet is organised. - Thei fortresses
of the Germanic Cenfederaticu could be twile4

easily as a glove by any great naval Power, that mak-
ing the Adriatic or the Baltic the base of its opera-
tions, attacked Dantzic or Trieste. And, as the Prus-
sian Minister of War seems to be aware, there is
another way to the same end. The German guarantee
could be a security to Austria only in so far as it
might serve to postpone the inevitable reckoning,
and, while Italy might read hope and assurance be-
tween its lines, Germany would be literally bound
to a moribund cause and an indefensible policy.
The circumstance that secret stipulations of such a
character should have been made is less suspris-
ing than suggestive. Happily the instruction they
convey has been already appreciated. We do not
wish to disparage the military prestige or the mari-
time enthusiasm of the German nation. Austrian
and Prussian soldiers have fought well in former
times, and they would, no doubt, maintain their
reputation in the field. That is all, however, that
can fairly be said. The troops of Austria have been
recently defeated, and there is no reason to suppose
that they are presently better able to meet any for-
midable force than they were when they fell back on
the plain of Solferino. With regard to the Prussian
army, its actual efficiency has to be proved, and we
will not advert to its historical antecedents. But it
is evident that the Germans entertain erroneous
opinions as to the power which other countries are
capable of exercising. We are not going to refer
them to the allied fleets now represented in our
waters ; their signals are quite intelligible. What it
may be well to explain is, that England and France
are not observing silence because they anticipate
another difficulty. The Germans should dismiss
this thought from their minds. They must not ima-
gine that the Western Powers of Europe are para-
lysed by the nature of their relations with. the
United States. We do not believe that those rela-
tions admit of the imputation ; but if they did, nei-
ther the Monroe doctrine nor the Fenian conspiracy
would cripple the action of England and France.
Germany should know that the forbearance which
has been turned to a most discreditable account was
dictated in the first place by circumstances, and
since by a policy which will ultimately be justified.
There is no ground whatever for surmises which
simply betray feelings we will not stop to dissect.
Sooner or later, these conventions and complica-
tions, this trafficking with right and paltering with
honour, will eventuate in serious difficulties. A
tempest would clear the horizon. Many obstinate
obstructions to progress, and many entanglements
that continually disturb the peace of the Continent,
would be swept away like chaff before the wind.
It is, however, for the German people to consider
the question in the light in which it is now brought
before them, for they would have to bear the bur-
den of the contest. Are they prepared to under-
take a great war for the purpose of upholding
Austrian oppression. in Italy ? All their interests
lie in the other way—all their professions go in a
diametrically opposite direction. Still, it is difficult
to find a reason, we will not say to explain, but to
extenuate the acquiescence of a great nation in the
course which its Governments are taking.

COUNTRY MARKETS.

LYNN-T lIESDAY.

At to-day's market the attendance of growers was small;
the quantity of old wheat showing was small, and an ad-
vance of is per qr. was readily realised upon the current
rates of last week. There was more new offering, and the
quality was various ; prices ranged from 42s to 48s per qr.
New wheat, 42s to 48s ; new red, 42s to 44s ; old white,
48s to 52s ; old red, 47s to 48s per 36 stone. Barley for
malting, 28s to 32s ; secondary, 30s ; ordinary, 24s to 26s
per qr. Oats, 22s to 24s per 24 stone. Beans, large, 38S
to 40s ; small, 42s to 44s per 38 stone.

S A.LISBURY.—TUESDA.T.
At to-day's market a small supply of wheat was offered,
some of the samples, particularly of new, being out of con-
dition. The demand was by no means inactive, and busi-
ness was done in both old and new, at last week's rates.
In barley there was not much doing. Oats ruled about the
same as a week ago, but the tendency of prices was to-dal
more in favour of buyers. In boans and peas the transac-
tions were limited, but previous quotations were main-
tained. For flour there was no very great demand, 38s per
sack being the top price, and 32s the lowest.
The following are the quotations :—Wheat realised from
38s to 52s ; barley, 26s to 32s ; oats, 22s to 30s ; beans, 40s
to 50s ; and peas, 34s to 42s per qr. Tares, from 6s to 7s
3d per bushel ; Best bread, 12d ; household ditto, 114
per 81b loaf. Flour, 32s to 37s per sack.