The Sun.
London, England, 1847-05-08 00:00:00

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with the directors, of the London and .• • .a:
way Company, End addressed to them- ••••- o - clrn
the following is a copy." I will just calor. • - • - :s• LO4-
this as important because it is necessary ; •'was' • t
opinion of the shareholders upon the sub
be material except to show that at that • "-St ltts-
body of the shareholderslwere dissentient*. r- • pas
they had the opportunity of making their ilpgfin atm aP"
they were dissentients trom the propositions and-designs of
the directors, and you will see after, I take you further, that
when the sense orthe shareholders had been taken it is the
clearest case wht-J1 was ever brought before the considera-
t!on of the Legislature. The memorial goes o Wes tate—
' To the Directors of the London and Northtern Rail-,
in " emtGheenßtlirmeiz—Whatn
e'
andtwhae way m.
nr
ar
dpi ga
Junctionan ye d.,proprniestoilrwssoyf, shares
g
wholly dissatisfied with the reported proposals made to us by
the directors of the Great Western Company, and especially
disapproving of the injurious attempt whi,sh is being made, as
part of the treaty with the Great Western, to unite the
Birmingham and Oxford Railway as a prelirninary measure
with another and distinct undertaking, the Bir•mincham
Wolverhampton, and Dudley Railway Csa - '
npany, respectfully
request that you will consider the propriety of proposing
some arrangements by which the Atirmi: glisis, arid Oxford
line might be connected with the London and North-Western
Railss.iv Company, and if 3 tio think such a measure de-
sirable, that you will at once submit some offer for con-
sideration."
Mr. Glynn, the Chairman of the London and North-
estern Railway Company, sent in reply to this memorial
the following answer "
London and North-Western Railway,
London, 2d Dec. 1846.
" Sirs,—l have the honour to acknowledge the receipt of
the memorial signed by you and other parties interested in
the Birmingham and Oxford Railway (having received a
ineaairial from other shareholders in that company
reel-lent in Lancashire), expressing your dissatisfaction with
the terms oferred by the Great Western Railway directors
for the purchase of that usdertaking, and calling on the Lon-
don and North-Western Company to propose some other ad-
vantageous arrangements, and to secure the effectual carry-
ing out of that past of the original intention of the under-
taking which had reference to a continuous communication
between Lancashire and Oxford and the South. There is no
doubt that the London and North- Westm Company have
still tbe,same interest that the Grand Junction had before their
union in obtaining the most uninterrop. cd communication
between Lancashire, Oxford, and Southampton, and they
would on that account, as well as with a view to the local
objects of the line, and the purposes of their existing traffic,
be ready to consider your suggestion. They would be pre-
pared to unite with the Great Western Company in a joint
lease of the Birmingham and Oxford line under which these
objects might be secured, and the public would have also
the advantage of a very low scale of rates and charges;
and by the amalgamation Act of the London and; North-
Western Company lower than that of the Birmingham and
Oxford, and much lower than that of the Great
Western. With this view, and to effect this
joint arrangement, the London and North-Western
directors are prepared to unite with the Great Western
Company in proposing terms considerably more ad-
vantageous to the Birmingham and Oxford Company than
those which have been offered by the Great Western. If the
Great Western decline this suggestion, which we have com-
municated to them, the London and North-Western, desiring
still to carry out these important objects, are prepared, when
the present offer of the Great Western is dispoaed of, to pro-
pose on their • own account a basis of arrangement which will,
they doubt not, meet with the views expressed by yon and
the other memorialists. I beg to add, that we shall be ready
at any time to receive a deputation from the memorialists as
soon as you may think it desirable that a meeting should
take place.—l have the honour to be, Sirs, your obedient ser-
vant, " GEORGE CARR GLYN, Chairman.
" To James Buchanan, Esq., and others."
Now, Sir, it is clear that at that time the shareholders had
the full right to recede from any engagement into which
the directors might have led them. This fact is important,
because the petitioners allege that on the 12th day of
November the directors entered into an agreement with the
Great Western Railway which could not be binding,
inasmuch as it had not received the sanction of the shares
hareholders, but preparatory they called a meeting, a special
general meeting, which was convened on the 4th day of De-
cember. On that day the meeting was held. The petition
stated—" That a general extraordinary meeting of the Bir-
mingham and Oxford Junction Railway Company was called
by the directors for the 4th day of December, 1846, for the
purpose of considering the said agreement between the
directors of the Birmingham and Oxford Junction Railway
Company and the directors of the Birmingham, Wolver-
hampton, and Dudley Railway Company on the one part,
and the directors of the Great Western Railway Company
on the other part.
" That on the said 4th of December a still greater change
had taken place in the ownership of shares in the said Bir-
mingham and Oxford Junction Railway Company, and fur-
ther, large quantities of shares had been sold on the condi-
tion that they should be paid for the purchase completed on
the issue of the said sealed certificates ; and several of the
directors of the said company had, previously to the said 4th
day of December agreed to sell certain of their shares on
the same condition, and they had obtained for the same, in
consequence of the negotiations aforesaid, premiums.
" That shortly efore the sd 4of December the id
directors had declbared their intent th
ion toc issue the seas
laed
certificates on the said 14th of December. That
strong representations had been made to the said di-
rectors before the said meeting, but after it had been
advertised, by Mr. Elias Joseph Masley, Mr. John Meeson
Parsons, and others of the dissentient shareholders, calling
upon them to postpone the holding of the proposed meeting
until the said sealed certificates should be issued, in order
that the bona fide proprietors cf the shares might be repro•
sented; but the directors wholly disregarded such repre-
sentations.
" That under the circumstances before stated it was
-
highly improper =ale. far.t.-grze; -
a Of 'so vital leg or tuesean. of
a matter as the absolute sale of the undertaking, inasmuch
as no sealed certificates of shares had been issued by the
said directors; and in consequence of non-issue of such cer-
tificates many persons who had agreed for the purchase of
shares in the said company were unable to complete such
purchases, and were unable, therefore, to attend and vote in
respect of such shares at the said meeting."
Now, Sir, I pause arid ask whether, under these circum-
stances, considering that the Act of Incorporation passed in
the month of August, and that the directors had advertised for
sending in the scrip with a view to the issue of sealed certi-
ficates on the 15th of December, that they themselves after-
wards postponed the issue of those sealed certificates. On the
24th of October, the first general meeting was about to take
place; on the 13th of October they further postponed the
issue of the sealed shares till the 14th day of December. and
then having entered into an agreement with the Great Wes-
tern Railway Company, of the directors of which six were
directors of-the Birmingham Wolverhampton, and Dudley
Railway Company. A number of these directors sold their
shares on the 4th of December anterior to the issue of the
sealed certificates, knowing, as they must have well known,
of the fact of the postponement of the meeting, and of the
issuing of the sealed certificates till the 16th day of December-
and knowing, as they well did, that by the postponement of
the issue the effect would be, that a great body of the share-
holders would be prevented from attending that meeting, and
giving their voice, or expressing their opinion upon the sub-
ject of the agreement. Let us see, now, what took place on.
the 14th of December. The petition goes on to state, "That,.
notwithstanding these remonstrances, the directors of the
Birmingham and Oxford Junction Railway Company per-
sisted in holding such a meeting. Philip Henry Manta,
the chairman of the said Birmingham and Oxford
Junction Railway Company, then referred to and
produced a copy of the said reply of the said
Mr. Glyn to the said memorial, which is stated to
have been forwarded to him by the directors of the Great
Western Railway Company, to whom the same had been
sent by the directors of the London and North-Western
Railway Company, and many of the proprietors then present
opposed the then proposed arrangements with the Birming-
ham, Wolvciaampton, and Dudley and Great Western Rail-
way Companies, and insisted on the propriety of making
terms for the possession of a portion of the traffic of the Lon-
don and North-Western line, as well as that of the Great
Western Company.
" That at the said meeting of the 4th of December the
said Elias Joseph Mosley, being called upon to do so by
certain observations then made on the subject produced,
and referred to the said letter from the said Mr. Glyn,
stating the readiness on the part of the London and North-
Western Railway Company to treat on such an offer of 151.
per share.
" That at such meeting of the 4th of December the said
agreement of amalgamation and sale made on or about the
12th of November, was read to the meeting, and a
deresolu-
tion was proposed that such agreement should be ratified and
confirmed, and that the directors should be au
the e
authorised and
requested to take the necessary steps for carrying
into effect; whereupon an amendment was moved by
George Turner, an original shareholder, to the following
effect:—' That, inasmuch as by the non-issusing of certifi-
cates in this company it has been impossible to complete the
purchase of a large number of shares, by which parties en-
titled to hold them, not being able to obtain the necessary
transfers, are precluded from giving their opinion on the subject
submitted for the consideration of the meeting this day, and
and it appearing that the certificates are to be issued on the
14th instant, it is expedient that this meeting be adjourned
until the 14th of January next."
Such was the nature of the proceedings to which
I have alluded. If that was too long a period, why
did they not adjourn to the 15th December, so that all the
shareholders entitled to vote would then be able to be pre-
sent and express their opinion of the agreement with the
Great Western Railway Company ? By adjourning to that time
all the persons shareholders in the concern would have been
enabled to be present to vote. I ask, therefore, is it not the
bounden duty of the directors, if they were bona fidee anxious
to serve the true wishes of the shareholders upon the
9tilissalutt
and whether, conformably to the perovisionof
Birminghams and 10th Victoria, an Act constituting th
of shareholders at
Ox-
ford Railway, and requiring an attendance
such agree-
ments—l ask whether the
a general meeting for the purpose of approvingere not in duty bound
directorsw
• They had postponed issuing their
to call that meeting?
shares from the middle of
September till December, that
being a period of three months. .The meeting was
called for the month of October. It was again
postponed till the 14th of December. We believe that had
not this arrangement been carried out a great number
of the parties holding shares in the company were adverse to
the arrangement made with the Great Western Company,
and had they postponed the meeting till the 14th of January,
when the sealed certificates would have been issued, these
parties would have been enabled to attend the meeting and
express their opinion as dissentient shareholders. Now, the
shareholders present did not represent, we are sure, the
majority of the company; they were but a small minority.
They might have said we are a miserable handful, the mere
minority of the proprietary of this company, and sealed
certificates not having been issued, the great majority of
shareholders cannot possibly have the right; and had such
persons been present at the meeting there is not the smallest
doubt that the resolution would have been carried. They
persevered, however, with the resolution, and it was carried.
I know it is an argument to be relied upon by my Learned
Friend, that it was not necessary that those sailed certificates
should be issued to enable the body of shareholders to vote.
I have no doubt, my Learned Friend might
o (1511 y, that
if the meeting had been postponed till the_ 14th ) f
all • January
it would have been fatal to the Bill. Net at a , because
the directors of the company could have gone onr
with the
preliminaries of the Bill What was required
only to commence the initiatory proceedings. That was all
that was necessary
before the directors came to the Com-
mittee to ask them to sanction the dissolution of the Bir-
mingham and Oxford Railway Company, and its amalgama-
tiwith another company. 1 cannot, then, think that there
can be be much weight in the argument of my Learned Friend
on this point. I will show you, if I am allowed to do so,
that they could have postponed the meeting without the
least danger to tlie Bill. The directors, however, boldly
took up their position, and said—We are the directors of the
company—we are the majority of the persons present—we
have got a majority, and we will exercise our right. Now
let us see what took place after the amendment was lost.
The petition goes on to state, " That such amendment
was declared to be lost, and the original resolution
was then put, and declared to be carried at the same
meeting, although the directors of the said Birming•

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