The Sun.
London, England, 1847-05-07 00:00:00

1 available for traffic which may come upon it from mili,,
l other lines of railway with which it is cannot. led, where
the purchase thereof by the Great Western Rat Tway Cora_s
pany would enable that company to exclude all o‘ter mat_
panes of availing themselves of the same."
This amendment, the Committee will recollect, Was i le-
el
ered to be last at this meeting. Now, Sir, havi og
occupied your attention so long on this point, I vi ill
call your attention to the facts, which I an DO W
about to bring before
you, and from the arguments aelfich I
a
will present to ou,ihoenwill, lam sure, be of opinion,, that
tst
oihdee
sr consentehdowa
s wttaken
kae a•tnf tklssharneihlol cannotldersaw,weshall bell
pause
to place afte N
r, in order to prove that
when the sense of the shareholders was taken, it turtle! out
that the whole as a body, the whole mass of the share-
holders, were opposed to that which had been proposed' to ba
done by the directors. Thepetition goes on to state--
"That on the 27th day f February, 1847, an ordinary
sreneral meeting of the proprietors rlcoetomrs of the said Birminielanz
yo the Compass.
caanndtOinxnfeodrdn3,
ad.Junctionjnnrn mßeaniltwlt
at which four of the existing directors
ought to have retired from office, and
ought to have been then elected by the
stead, according to the provision of the-Ac
inaorporating the said company • but, although re
was held, which was.
dfay of March, 1847,
Proprietors
directors
o in their
Parliament
the proprietors of such meeting 'to determineheamsaoisetsmttelspadb
selves, as required by the said Act, which four of their nun.ern.
be." should so retire, the said directors, both at the said
meeting a,id the adjournment thereof, refused to do so ; the
proprietosia were thereby deprived of the right intended to be
given to ti:em by the said Act, of their electing four
new directors, and by reason of the premises, tna
said directors thee.' in office have, as your petitioners are
advised, all become friegal directors, incapable of acting in
the affairs of the said c•rflPan.v.."
The petition then goes on to allege, "That on the requisi-
tion of the shareholders, and according to the provisions of that
said Act, an extraordinary general meeting of the Birming-
ham and Oxford Junction Railway Company was called for
the 13th of March, 1847." I stop for a moment tee
point out that under the operation of the Birmingham
and Oxford Railway Act provisions were made for the
purpose of holding ordinary general meetings, whicla
were to take place on particular occasions. With ra-
spect to extraordinary general meetings provisions are co' 1•
tained expressly stating, that in compliance with the requi-
sition of a certain number of the shareholders, the directo tat
shall be called upon to hold a special general meeting for av
purpose of discussing such special subjects as may be brouglen
before them, and the directors, in conformity with this pna-
vision, are empowered to convene such meeting. This
petition states—
" That although the said directors were by the s: ea
requisition required to call such meeting forthwith, rued
might have called it on fourteen days' notice, they did aof
call the same till after a lapse of forty-five days, taking ahe
utmost limit allowed by the Act."
In this manner the directors endeavoured to thwart /he
views and intentions of the shareholders of the Birmingb am
and Oxford Railway. The effect of that was that a spatial
general meeting should have been called, under the provi-
sions of the Oxford and Birmingham Railway Act. The
petition then goes on to allege—and this is a point to which
I desire to call the particular attention of the Committee—
" That at such last-mentioned meeting, at which upwards
of 35,000 shares in the company were represented, the fol-
lowing resolution was carried unanimously, with the excel),
tion of the said directors."
Forty-five days had not expired (which period would hays.
satisfied the requirements of the Act), yet there were thirty-
five thousand shareholders present out of the fifty thousand.,
and these were against the resolution of the directors. .1
am now about to call your attention to the resolution whinvl
was passed at that meeting without a single dissentient
voice, excepting the directors themselves ; no single hard
was held up against that resolution. The resolution was as
follows—and this will give the Committee a pretty tolerable
view of what was the opinions of the shareholders upon this

1 subject :
" That the proprietors of this company, wholly disap-
proving of the proposed amalgamation of this undertaking,
with the Birmingham. Wolverhampton, and Dudley line.
and the proposed sale of both concerns to the Great Western
Company, and not considering themselves legally or equit -
ably bound by the proceedings of the meeting of the 4th of
December last, held in defiance of the protest of the sha'..e-
holders disqualified by the acts of the directors, the directors
be, and they are hereby instructed not to proceed further
with, but to withdraw from the proposed Bill now before
Parliament for uniting the Birmingham and Oxford Junction
Railway Company and the Birmingham, Wolverhampton,
and Dudley Railway Company into one company, and for
authorising the sale of the Birmingham, Wolverhampton,
and Dudley Railway, and other new works, to the Gi'cat
Western Railway Company; and that the directors be
further instructed forthwith to affix the company's
seal to the petition now read against the Bill, and,
to cause such petition to be presented to the House
of Commons, and to oppose such Bill by counsel
and witnesses and all other necessary means i' i
both Houses of .Parliament; and that this meeting do nu w
instruct the directors not to take, but to oppose anyprocee l-
ings for or towards any amalgamation, sale, or lease, V Ath
or to the Birmingham, Wolverhampton, and Dudley Rally ay
Company, or the said Great Western Company, or either of
them, without the further instruction of the sharehold ere.
That the petition referred to in the said resolution was as
follows :--' To the Honourable the Commons of the United
Kingdom of Great Britain and Ireland, in Parliament as-
sembled. The bumble petition of the Birmingham and Ox-
ford Junction Railway Company, under the common seal,
showeth that a Bill is now pending before your Honourable
House, intituled, " A proposed Bill for uniting the Birming-
ham and Oxford Junction Railway Company and the Bir-
mingham, Wolverhampton, and Dudley Railway Company
into one company, and for authorising the sale
of the Birmingham, Wolverhampton, and Dudley
Railway, and other new works, to the Great West-
ern Railway Company." That your petitions s.
are adverse to the provisions of the said Bill, which affectr,
their interests and professes to dispose of their property; and
desire that the same should be no further proceeded with, so
far as they are concerned. Your petitioners, therefore, humbly
pray your Honourable House that the said Bill may not pass.
into a law, and that they may be heard by themselves, their
counsel, agents, and witnesses, against the preamble of the
said Bil', and such of the clauses thereof as effect the interests
of your petitioners.' "
Hera now was a flagrant omission of duty on the part of th'3
directors of this company towards the shareholders whose ir.
terest they were bound to protect.
" That the said directors, nevertheless, refused to affix the
seal of the company to the said petition, and it was there-
upon resolved by the meeting unanimously, except the said
directors, that Sir Harry Verney, Bart., and five other share-
holders, should sign the said petition on behalf of the tXIM.
pany._

"-That the petition has accordingly been signed by Sir
Harry Verney, Bart., and five other shareholders, and has
been presented to your Honourable House."
Now you will observe that' according to that resolution the
directors were called upon to affix the common seal of the
company to the petition which was then and there drawn
up, and it was the bounden and imperative duty
of the directors to affix such seal to the petition. If the-3-
had done so there weld have been an end of this Bill; there
would be no question as to locus standi raised before the Co-
mmittee ; we should have been here with the common seal Of
the company, prohibiting the directors frcm promoting tEis
measure. You would then nave sent the promoters of the
Bill from this Committee-room as soon as the petition was
brought before you. Was it not the bounden duty of the
directors, who are neither more nor less than the agents of
the shareholders, at the meeting assembled, to have affixed
the seal of the company to this petition? They thougnt,
however, because they were possessed of the seal, and becaiire
they refused to affix it to the petition, that therefore the
petition would not find its way into that House, and the con-
sequence would be that this agreement entered into with the
Great Western Company by the directors, in opposition to
the wishes of the shareholders, would be carried out. That
petition is, however, before you, and I have the honour to
appear on behalf of the petitioners, who pray that the
allegations contained in it will be taken into your most serious
consideration. Had the common seal of the company beets
affixed, this petition would be irretrievably fatal to the Bill.
Is it, then, to have less authority before the Committee, as
expressing the opinion of the shareholders in resisting the
proceedings of the directors, because, instead of the common
seal of the company, the petition is signed by Sir Harry
Verney and other shareholders? I cannot see wby I should
he called on to argue the case of my locus standi before the
Committee. I have an indisputable right to be heard, and to
be beard successfully too, against this Bill; and I trust that
the Committee will, when they have heard the remarks that
I shall have to offer to them, be of the same opinion.
" At the said meeting of the 13th of March, 1847, the fol-
lowing resolution was also passed unanimously, except the
said directors That the directors be instructed to talia
measures for adopting and carrying into effect the proposals
made to them in December last by the directors of the Lon-
don and North-Western Railway Company, having for their
object the joint use of this line by the Great Western and
London and North-Western Companies, either upon the
terms proposed, or some equally satisfactory basis of arrange-
ment, and failing this that the line will be completed forth-
with, and kept independent of either company."
Now, Sir, I would ask, can there be the slightest doubt
that what passed at that meeting was, in effect. the tutee
sense of the great body of the shareholders? Can there be
the slightest doubt that, as compared with the proceedings
of the meeting of the 10th of December, that this must be
considered as the unanimous representation of the sense of
the shareholders? Observe the difference—on the 4th of De-
cember the only persons at that time that could come to the
meeting were the holders of scrip, the sealed certificates had
not been issued at that time, because, you observe, I shall be
able to prove the allegations of the petition—that almost all
the transactions which took place in the market were what
is called transactions to be completed upon the issue of the
sealed certificates. The person who gets his shares in
that way takes his chance of the state of the market
at the time of the issue of the sealed certificates.
There is a vast deal of speculation in all these
This sort of transaction is what iscocnaslelqeduen "buying,for the
coming out." In the interval t
man who has got his right to transfer is not entitled to bold
the scrip, and the agent gets the sealed certificates. The
holder of the scrip shares transfers his scrip to the man who
has[,ought his right to be registered as a shareholder.
Under these circumstances the holders of the scrip shares
would be entitled to come there and vote. The directors of
the company who held on the 12th of September 4,C00
of the shares of the company, had parted with 3,000 of
them at a considerable premium; they kept the scrip, and
became entitled to vote in the right and to the amount of
the 4,000 shares which they previously held ; and there were
also numerous other persons still holding shares in the litr-
mingham,Wolverhampton and Dudley Railway who would be
entitled to vote at that meeting. There is nothing, there-
fore, to satisfy you that the persons present who voted at the
meeting were, in fact, bond fide shareholders,
ehold and really e en-
titled to any permanent interest in the concern. There can
not be a doubt as to what was the case at the meeting held
on the 13th of March, because by that time the scrip certifi-
cates had been issued, and the 35,000 shares which were re-
presented at that meeting were held bond fide by
bona fide proprietors. This is clear to a demon-
stration, and the whole of these shareholders were
unanimously in favour of putting a stop to the arrangement.;
entered into between the directors of the company and the
Great Western Company. Then the petitioners state, thst
at the same meeting they elected, as they were empowered
to do under their Act, six new directors. Let us see what
was done upon that. To give you a notion how far the pre-
sent directors can be considered as fairly representing the
company I can show you how absolutely important it is
to get at what is the true sense of this company, whose
rights these directors tt are called upon to deal with, ai, so
far a. my Learned Friend can represent their presence liere.
Let us sce now
what the directors did. The six new di.
rectors, upon this same day, just before the general meeting.
of which no notice had been given, adopted this step to
frustrate the purposes of the shareholders in the course they
meant to take. They had recourse to this miserable cxpr-
dient—they appointed a sub-committee of seven of 1:1••:t•
own number, and transferred all the powers incidental to
'the directors, without a single reservation or exception, to
this knot of seven, so as to prevent the possibility of the
appointment of six new directors having the slightest effed