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

GROUP XX.

The Select Committee appointed to consider the merits of
the Bills comprised in this group, re-assembled at the usual
hour this morning; Mr. Gculburn in the chair.

BIRIVIINGIEAM AND oxronD JUNCTION,
AND BIRMINGHAM, DUDLEY, AND WOL-

VEIZHAIVIPTON AMALGAMATION.

Mr. COCEBUlUilavingnQ;a few additions to the list of
of precedents he put in yesterday to justify the application of
the petitioners against the Bill to be heard in opposition to
the amalgamation,
Mr. BURKE rose to reply. He commenced by stating that
the petitions against the Bill had originated, not only with
certain shareholders in the Birmingham and Oxford
Junction Railway Company, but with that more
influential and powerful body of persons comprised
in the London and North-Western Company. Now the
Committee would see at once that this was so when they
recalled to mind the fact that the Birmingham and Oxford
Junction Railway was passed by Parliament, for the purpose
of forming a competing line to the London and North-
Western. _ _

Mr. COCKBURN said be must object to the mode of argu-
ment his Learned Friend was pursuing. 11 is Learned Friend
had no right to go into matters which were not comprised in
the petitions.
The CHAIRMAN thought, if the Committee were to be
guided by such a rule as that, they ought not to have allowed
the Learned Counsel (Mr. Cockburn) to have argued the
merits of his application at the length he did.
Mr. COCKBURN would undertake to say, that although he
did argue his case at considerable length, he altogether re-
frained from touching upon matters which were not embraced
by the petitions.
Mr. BURKE contended that he had a perfect right to show
that the Birmingham and Oxtord line was conceded as a
competition to the London and North-Western Railway,
and upon that understanding it was accepted by the original
shareholders. Upon that understanding the original share-
holders had agreed to this amalgamation, and now, forsooth,
a new body of shareholders, coming into the concern nib-
sequently to the passing of the Act, and subsequently to the
agreement for amalgamation, came forward to ask the Com-
mittee to set aside the deliberate vote of the original share-
holders, because they were not in a position, either legally
or otherwise, to object or resist that vote at the time it was
taken.

Mr. CocKnuttw was sorry to interpose again, but really
his Learned Friend was going into matters not contained in
the record.

Mr. BURKE said he, with the view of saving time, would
abandon that mode of argument. The Learned Gentleman,
however, instead of fulfilling his promise, continued to argue
that the Committee would be establishing a dangerous pre-
cedent if they allowed these petitioners to be heard, inas-
much as it would be opening the door to a new body of
shareholders to object and frustrate the views of
their predecessors. With regard to the question of
the non •issue of the sealed certificate, it was
quite clear that the possession of the sealed cer-
tificate did not give the power to vote. The law
said nothing about the possession of a sealed certificate
giving the shareholder a right to vote. That might be
Stock-Exchange law, but the law of the land, as comprised in
the Companies' Clauses Consolidation Act, provided that the
shareholder's name being on the register of the company,
and that only, gave the right to vote. Now the names
of the petitioners were not upon the register of this
company at the time this amalgamation was agreed to, and
it was, therefore, quite clear that the directors could not
have excluded them from voting. The Learned Gentleman
then; proceeded to argue that this amalgamation was deli-
berately sanctioned by the original registered share-
holders of the Company in special general meeting
assembled, according to the provisions of the law,
but subsequently a new body of proprietors came in
who objected to the amalgamation, and from that body alone
this petition had emanated. He contended, therefore, that the
petitioners had no locus standi in that Committee whatever.
Mr. COCKIURN again interposed. His Learned Friend was
making statements directly contradicting the allegations con-
tained in the petitions, which he had no right to do. The
facts stated in the petition must be assumed to be correct for
the purposes of the argument. The question to be discussed
was, whether he had a right to appear on behalf of the
petitioner who made such a statement of facts, and whether
these facts were true or not, it could have nothing to do with
this preliminary argument. The facts stated in the petition
must be disposed of by evidence and not by argument.
Mr. BURKE said, under those circumstances, he would take
the sense of the Committee upon the objection.
The room was cleared, and the Committee having de-
liberated for a few minutes, strangers were re-admitted, when
The CIIAIRMAN announced that the objection had been
sustained.
Mr. BURKZ then proceeded to defend the acts of the direc-
tors subsequently to the registration of the opposing share-
holders. Having argued the question as to whether the
parties had a right to appear in law, he had only
to state, in conclusion, that the directors had no
desire to resist inquiry. On the contrary, they were
anxious for it, but they were fearful, that if these
petitioners were allowed to be heard, it would be establish-
ing a dangerous precedent, and it was on that account
that they had felt it to be their duty to resist their appear-
ance. If; however, the Committee thought the petitioners
had the shadow of a right to be heard, the directors were
prepared to meet them.
Mr. IllacatinAv replied. His Learned Friend had argued
in the latter part of his address as if this petition were the
petition of a section of the shareholders instead of being in
fact, in truth, and in substance, the petition of the whole of
the company, solemnly agreed to in special general meeting
assembled, and the directors had committed a fraudulent act
in withholding the common seal of the company from
the petition. That fact, however, did not alter its
nature or its force. It was no less the petition of
the company because it did not bear the common seal. In
law and equity it was evidently the petition of the company,
and no argument whatever could get rid of that fact.
DECISION.

The room was then cleared, and the Committee having re-
mained in deliberation upwards of an hour, strangers were
re-admitted, when
The CHAIRMAN said—l have to acquaint the parties that
it is the opinion of this Committee that the pe itioners
against this Bill, being shareholders in the Birmioglialn and
Oxford Junction Railway Company, have no locus standi be-
fore the Committee.
Mr. Muntz, the Chairman of the company, was then ex-
amined in favour of the preamble to the Bill, and the Com-
mittee immediately afterwards, without a moment's hesita-
tion, declared that the preamble had been proved.
The rest of the day was occupied in going through the
clauses.
The Committee then adjourned.

GROUP XXIII.
This Committee met at twelve ; ➢lr. Mackinnon in the chair.

SWANSEA. VALLEY.
They were occupied with the clauses of the Bill all the
dalwhich were read and agreed to.
ihe Committee then adjourned till Monday.
GROUP XXV.
This Committee met to-day at the usual hour in Room 14 ;
Sir Charles Lemon in the chair.
MANCHESTER, EITXTON, MATLOCE. AND