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

amount I received frcut Mr. lludson was 16,6001, buing;
16,5001. for shares, 100/. for stamp-.—Yours truly,
(Signed) " C. SATTERTHWAITE.

" John Close, Eq."
Joint Examination of JAMES RICHARDSON and ROBERT
DAVIES, two of the directors of this company.

. .
Mr. Prance—Did you gentlemen sign on the 27th
October, 1846, a cheque for 81,1001.; and also one on
the 27th November, 1846, for 50,767/. 9s. 3d.; and are
these the cheques now produced?-IVe signed the
cheques now produced, but on what particular day we
cannot charge our memories.

Mr. Pran—ce—What authority had you to sign them?—
We signed them as directors of the company.
Mr. Prance—For what purposes were such payments
made?—For the payment of purchase of Great North of
England shares, as expressed in the cheques.
Mr. Prance—Are there any minutes of the board of
directors giving you such authority on setting forth the
purposes of plyruent ?—We have reason to believe that
no such minute was made.

Mr. Prance—Are you not aware that clause 98 of the
Companies Clauses Consolidation. Act specially enacts
that the " directors shall cause notes, minutes, or copies,
as the case may require, of all appointments made, or
contracts entered into, by the directors, to be duly en-
tered in books to be from time to time provided fur the
purpose ;" and was it not your especial duty, as mem-
bers of the legal profession, to see that this enactment
should have been observed 2—ln signing those cheques
vre considered we were performing a ministerial act, in
carrying out the previous understanding of the board,
and that the clause referred to did not apply to the case.
Mr. Love—What previous understanding do you re-
fer to ?—To an understanding that had been come to by
the board immediately after the general meeting, that
the chairman should have the entire management of the
purchase of these shares.

Mr. Prance—ls there any record or evidence in the
books of the company of such understanding ?-00
referring to the minute-book we do not find any such
entry.

Mr. Love—What do you mean by a ministerial act ;
you, yourselves, as directors, representing the executive
body ?—When we signed those cheques we considered we
were merely carrying out the previously expressed de.
tercaination of the board. •

Mr. Love—What security have the company against
the improper payments of money, if you sign a cheque
without having first ascertained for what, and on whose
authority, it has been paid ?—We are apprised by the
secretary, Mr. Close, that shares had been obtained for
the company to that amount.
Mr. Clayton—Was there any reason for not recording
the understanding or determination of the directors to
which you have referred?—The reason was, it was
thought advantageous that the shares should be obtained
as qui€tly as possible, because if it were known that the
company were purchasers, the shares would be more dif-
ficult to obtain.

Mr. Clayton—Were you aware that any of these shares
were purchased for the company of Mr. liudsou himself ?
—We were not.

Mr. Prance—Referring you to your answer-to Mr.
Love's last question, do you consider that the assertion
of the secretary—that shares had been obtained by
he company to that amount—was sufficient evidence of
the fact to justify your signing a cheque for 81,1001.?—
We did.
Mr. Love—When did you first become acquainted
with the fact that Mr. Hudson had been a large seller of
the Great North of England shares to this company?—
When he himself stated it at the last half•yearly meeting.

Mr. Flzws Reexamined.
Mr. Love—Are not the calculations in your paper
simply a comparison of values?—They are a comparison
of values, assuming the prices in the London market of
the day as the standard.
Have you ever furnished this company with more
statements of comparative value than one?—Never.
Mr. Clayton—ln making a statement of comparative
value, did you ascertain separately the value of each
description of share to a party investing money at 5 per
cent.?—l did.

Mr. Love---Were you aware of the extent of Mr.
Allhasen's sale to the company P—l was not; I may as
well save trouble at once by avowing that until the 12th
of February last, when I came to York, I never saw a
single account of the purchase of Great North of Eng-
land shares by the company, but I kept a regular account
as chairman of the Great North of England Company
of the shares as transferred.
Sir JOUR SIMPSON, one of the Directors, Examined.
Mr. Clayton—Were you present at the meeting of the
board of directors previous to the general meeting of the
company on the 20th of February last?—l was.
Mr. Clayton—Did anything pass in your hearing be-
tween Mr. Hudson and Mr. Close with respect to the
151. shares of the Great North of England Company?
—I heard Mr. Hudson say to Mr. Close, " I am sure, or
I am satisfied, there is something wrong in these
151. shares; we most look into it after the meeting."
Mr. Love—Were you aware at that time that Mr.
Hudson had been a large seller of Great North of Eng-
land shares to this company?—Not at all.
Mr. Love—When did you become aware of this fact?
—Not until the last half-yearly general meeting.
MR. HUDSON'S Re-examination resumed.
Mr. Clayton—ln your previous evidence you have
stated that the prices shown to you by Mr. Close, as es-
timated by Mr. Flews applicable to the 151. shares,
was 24/. 3s. 6d.; on looking at the statement of value
prepared by Mr. Flews, do you find that to be the case?
--No, I find that Mr. Close was in error, and that the
prices i.n,ht to have been 211. ss. 3d. per share.
Mr. Prance—What was your inducement to select the
15/. Groat North of England shares in which to invest
the company's funds, when even from Mr. Plewb's own
calculation, apart from tho error you attribute to Mr.
Close, they left so small a profit in comparison with the
100/, 40/., and 30L shares P—My plan was this, to take
the value of the 1001. shares, and to buy the others in
proportion. _

Me. Prance—You assign the date of the 27th October,
1846, as that o your purchase for the company of Great
North of England shares. How could any investment
have taken place at this date, when the first call on the
Great North of England purchase shares did not occur
until the 25th November, and the money having to be
paid in various parts of the kingdom, could not actually
be in the company's treasury until early in December?—
There was no difficulty about that; the York Union Bank
advanced the money.
Mr. Prance—You stated, in answer to a former ques-
tion of mine, why you bought shares for yourself, instead
of the company, that you had no authority at that time
to purchase for them. Then why did you not defer the
purchase until you had obtained that authority?—l did
defer purchasing for the company until I had that
authority.
Mr. Prance—And do you not consider another evil re-
sulted to the company from having purchased the shares
first on your own account, as, by the purchase of so many,
you thereby raised the market value of all futtire pur-
chases of Great North of. England shares by the York,
Newcastle, and Berwick Company to their prejudice?—
No doubt it would have that effect for a tieae, but the
effect would gradually subside, the amount 130,0001
being small in comparison with the whole amount of
Great North of England stock, viz., 3} millions.
Mr. Prance—You have stated to this committee that,
on Monday, the 19th of February last, a doubt was for
the first time entertained by you, that the average price
of the 151. shares sold by you to the company was too
high. How can you reconcile this with a speech you
made at the half-yearly meeting on the 20th February,
and thus reported in the public prints: " The chairman
said he might have g one wrong in the early stage of
these proceedings, but, if he had made an error in this
instance, he had teen right in many others. Ho had
never directed his attention to this particular trans-
action"?—l don't recollect using those expressions; in-
deed, I deny having done so.
Mr. Love—How many of the 159,000 Great North of
England Purchase shares are unissued?-15,061. That
number is over and above the number allotted to each
registered shareholder, and the shares are still retained
in the coffers of the company for their benefit.
FRIDAY, MARCH 16.
Mr. CLOSE'S Re-examination resumed.
Mr. Love—Why did you, in your letter to him of the
28th February, ask Mr. Satterthwaite for a receipt for
16,5621. 10s., the sum appearing in the books to have
been paid being 16,662/. 103.?—I asked him for the re-
ceipt for the shares, but not for the 100/. charged for
stamps. I thought the committee would not require a
receipt for the stamps.
Mr. Love—By the word shares you mean the whole of
Mr. Satterthwaite's account in the books, exclusive of
the MI, for stamps?—Yes.
Mr. Prance—Have you, at any time since the passing
of the Act of the Great North of England Purchase, viz.,
the 27th of July, 1846, received from any parties offers
of Great North of England shares, which offers you
have not accepted should like to refer to my corre-
spondence before answering this question.
(See Appendix, No. 4.)
Mr. PLEws Re-examined.
Mr. Prance—Do you think that the calculations which
have been exhibited as yours have any other import than
to determine which class of shares left the greatest profit
if bought at the then assumed market price?—The state-
ment shows a separate calculation of each description of
shares, as well as pointing out which class of shares it
was then most advantageous to buy.
Mr. Prance—Then, taken per se, would not the result
be that the 301. shares were the most desirable to hare
selected for investment, and the 154 shares the least, at
the price of 211. ?—Yes.
Mr. Prance—Should it hettarter appear to us, in the
execution of our duty as a committee of investigation,
that we ought to trace in the books of the Great North
of England Company the; succession of transfer of cer-
tain certificate numbers, would you, as director of both
givi
companies, g
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SATURDAY, MARCH 17.
E/attilnation of Mr. CHARLES TEE and Mr. NICHOLAS
WOOD, two of the Directors of this Company.
Mr. Prance—Were you cognizant of Mr. Hudson's
cnie of Great North of England shares to this company p
—No.
Mr. Pritnoe-...Whim did you become aware of it ?
when you, Mr. Prance, brought the subject before the
meeting on the 20th of February.
Mr. Prance—At any time had any general instructions
been given by Mr. Hudson by the board as to the invest-
ment of the money called on the Great North of Eng-
landa
nd Great
that
a North o
as rth of
discreetly Englanda
s
possible, purchased shares ?—There was a general under-
standing
shares
should
by
and that Mr. Hudson alone had the sanction of
the board to purchase them.
Mr. Prance—Do you wish to offer anything by way
thebe p boardur c h a s e that(l
appears on the, miuutez• of the board?—lt would have
of explanation why this instruction to Mr. Hudson never