The Sun.
London, England, 1841-01-14 00:00:00

raised.—Mr. T. OLLIVANT The question is whether the
new Company are going to give the old Company any-
thing for those advantages which they will de rive from
the money already expended.—Mr. TOOTAL Certainly
not. The meeting mutt be quite aware, that every step
that has been taken by the Directors has been taken not
only with the sanction, but, it may be said, by the orders
of the Shareholders. They have expressed their wishes;
the Directors have only been the instruments, the tools b 3
which the thing was worked. Every step, from first to
last, has been taken with the knowledge, consent, and
sanction of the Shareholders.—Mr. ERKRIGGE : I don't
make any complaint as to the expenditure of the money.—
Mr. TOOTAL : So Cautious were your Directors, that
neither verbally nor in print did they say one word to
i. flacnce a single Shareholder, with respect to the offer of
the London and Birmingham Company. This is shown
by the Report of the proceedings of the meeting at which
ti,a afar was laid before the Shareholders.-4r. Tootal
tl ei I read the following extract from the Report of pro.
cee dogs at a meeting of the Company held on the 3 i
February, 1840:
" The Chairman said, that, with respect to the offer of the
London and Birmingham Railway Company, perhaps the most
nonvenient mode of bringing it fully before the meeting, would
be for some Shareholder to move the adoption or rejection of
Abe offer.— Rawson, Esq., wished to know whether thee,-
woeld be anything objectionable in the Directors giving the
meeting a more full reason for their not going to Parliament
thin Session. Of course he did not require any further ex-
planetion, unless the Directors felt that there would he no im-
propriety in giving it.— The Chairman said, he thought that
all the facts material to be known at that meeting were em-
bmiied in the Report.—Joseph Birley, Esq., said he would beg
to move, that the offer of the London and Birmingham Corn-
}:any be declined, and that weuld perhaps raise a discussion on
the subject. —The motion having been seconded, Mr. Rawson
repeated his questicn. He had a good opinion of the line, and
he should like the application to Parliament to be prosecuted
with all possible despatch. But no doubt the Directors hail
good reason for advising, delay. He should at all events like to
know whether the Directors were of opinion that the offer of
the London and Birmingham Company should be
rejected;
hee.rtsv, otherwise, the Shareholders we old be acting in the.
chile as to the sentiments of the Direetors.—Nlr. J. Birley
begged ro ask whether it occurred to any one present to move
the acceptance of tee offer.—( Hear.) The Chairman,ti aftii;r, a
pause, said, that having been called upon_ on behalf of t, D •
tors, he begged to state, that they had, without the slightest
hesitation, come to the unanimous resolution that the offer
ought to be declincel.—( Loud cheers. )"
So that, until the word was wrung from the Directors, not
an opinion did they express, so desirous were they that the
S'iarcholderg should decide, from the opportunities which
they had for judging (a; much as others had) as to the
course to be pursued. And from first to last the Directors
had carefully abstained from leading the Shareholders ;
leaving them to decide according to their own jedgment.
In accordance with the resoludons of the meeting of
Shareholders in February last, the Directors lied carriers
out all the necessary preparations for Parliament, by the
t nice ofthe Shareholders, and of course at their experme ;
yet new one or teo gentlemen complained of the hardshhi
io parties wishing to retire from the Crriptny, and ree:mr.
ing their raimible proportion of the moneys left. Prat,
euuni it sot be very hard on those who remained, if one.
thirtl or one.dialf the Shareholders left ? The other half
tveuld be a use:cm body ; in a position something like the
',reds and the Liverpool Railway Companies, with rale-
Terence to their junction line. The ter) Companies %veld
for a each; each Vli-,out. the ether was corn!) irative!
valuelc,s; but the two acting together would make
proiAbly an extrem?ly deeirable and voluble arrange-
ment. If such a proposition were to go out, the Corn-
pan) and the uedertahing would die a natural death,
and, after paying a bonus to the retiring Shareholders,
the hardship would be en those who wished to go oti,
echo few 00 hocus, and boat all their money. They had
all ernhaiked together, and he hoped most of them would
remain t.,gcthar. El' certainly held a considerable num
ta-r of !hares in this undertaking; he had done mom the
first, ac-il should ae to the last ; and his object now was, to
show the hardship to be rather on those who wish to go on,
if a considerable number of Shareholders went out; for,
by so d sing, they would anniltila-e the undertaking, and
leave the remaining Shar,heiders midi a quantity of blarik
piper totally useless; whereas, if they went on with it to-
gether, they would make the preparations already com-
'meet: of considerable value used importance.—Mr.
RIGOR said he was not one of those who wished to re-
tire from the Company, but rather to go on ; but he
nought that, in justice to those who went out, some-
thing should be held to them. The Shareholders had
paid for all the estimates, the expenses of going to Perna-
liaineut, and depositing the plans, &c. Those who re-
mained would derive all the benefit, and he thought in
fairness they should give a part to those who retired.—Mr
Alderman BROOKS : But suppose we arc upset in Parlia-
ment again, how would it be then ?—Mr. Bemire asked if
the law-clerk had trot read that the Company should
nut have power to go to Parliament again, if 31. 10.3.
per slaw should have been expended, without calling
the Proprietors together to decide the question they
were now met to decide. If, on winding up the accounts,
only 50s. per share were left, then the Company were
bound in honour to pay all those who retired the el. lor.,
which that clause guaranteed should not be spent before
that step was taken.—Mr. WHEELER, having again read
the clause (given above), said, that any 20 " Subscribers
ha the undertaking" might have taken this step long since
it they had thought fit ; but they did not thirik fit, and it
was not incumbent on the Directors to do so if they did
not. The Directors might have proceeded, without ask-
ing any further sanction from the Proprietors ; but they
.bed come here to day, and devised this mode of enabling
those Proprietors who were dissatisfied to withdraw from
the Company. If it were not for this object, the Directors
might have called upon the Shareholders to execute an un-
dertaking for the coming Session ; and, if they had refused
to do this their interest would have been forfeitable by the
DirCctors. The Directors had ample powers with respect to
the variation of the line ; the powers usually given.—Mr.
WRATISLAW dissented from the opinion of Mr. Bright. If any
gentleman wished to retire, he did not see that he could
fairly ask for any bonus, because everything that had
taken place was with the sanction and by the direction
of the Shareholders.—Mr BRIGHT : But you dissolve
tho Company by a majority.—Mr. WRATISLAW : And a
majority in every case must bind.—Mr. BRIGHT; We
are a Railway Company in this room ; and just imagine
for a moment that there is another Railway Company on
the other side of the wall, going to take up the line if we
dissolve. If it is decided by a majority to dissolve, I see no
peenriety in withhplding from those who retire a portion
of the money that has been expended, in order to make a
present of the advantage to a new Company. It is not any
interest of mine ; I shall not get a farthing either way,
nor any one connected with me. Still I think it but fair to
give at least half of what has been paid up to those parties
who dissent,—Mr. Alderman Biomes: Do you mean that
e should pay them money out of funds that do not exist ?
We have fought one-battle, and got beaten ; we are going
to fight another, and are we to give a belies of 31. los.
per share to those that dare not join us ? It is perfectly
optional to any Shareholder to stay or go ; anti he can-
not complain if he has his choice. Besides if, as Mr.
Bright says, there is one Company here, and another
Company on the other side the wail, any Shareholder may
say—" I'll get this benus of 31. 10s. and go out ; but
go the day after, and buy shares in the market at less
prico.”----Mr. CHAPPELL: Will Mr. Bright look at it in
this point of view ? Suppose a number of gentlemen in-
tend to retire, but that Mr. Bright and many others hold
to the New Company, how would he like to give part of
his money as a bonus to those who might be induced by this
very sum to retire? It is buying a man's retiremeht when
he hat a choice either to remain or go out ; and so long as
every Shareholder has a choice, there is no injustice done.
.Suppose we pay a boatel to retiring Shareholders, and we
go to Parliament end get thrown on our backs again, who
is there to pay us a bonus? If any gentle:n:ln is of opinion
that it is better for him to retire than remain, he has his
choice to go cut; I have mine to remain ; and I hope
gentlemen generally will remain, that we may perse-
vere unanimously. Mr. Fee:element : Are we not
wasting our time We have paid our money on certain
terms ; and, unless there is a clause in the deed directing
that parties may pay their money unequally, I for one
should thick it exceedingly unjust to pay anything beyond
their equal share of the funds in hand to those who go out,
and ray objection alone would be sufficient to prevent the
Directors having the power to do it.—Mr. BRIGHT said
a majority could sell their right to a new Company.—Mr.
WusELEa said a majority could bind the Company within
time two deeds, and no further and no otherwise, and it was
clearly not lawful for any majority, however great, even
supposing there were only one dissentient in the Company,
to bind the Company to anything beyond the scope or the
deeds; and he apprehended, therefore, that any such pay-
anent would be illegal, as it would be for the London and
Birmingham and Midland Couniica Companies to have
paid this Company the 20,000/. they offered last year—a
payment which, if it had been made, might have been fol-
loweA in the hands of the parties receiving it, supposing
it to be dissented from by any one Shareholder in either
of those Compdni. 3.—A SHARETIoLDEn said that in
which held considerablepro-
perty, up a Company it was the duty of the Directors to sell it, as it
belonged to this Company,
endthe new Company ought
to pay for it.—Mr. WHERLIZR said, as to the property in
sweep, plans, &c., it was quite competent to any body,
if the Extension Line were abandoned, to form a new Com-
pany, and take advantrec of the plaits which th.ie Comtorattoye
bad deposit,. d. Those 'Ain!, &c. were
right,
; and any portion of thc publie woul
.an
within the purposes of the Standing Orders of thch our
of Commons to use those plans and notices if they thought
fit. Therefere, in faet, the Shareholders had nothing to
sell.—[A elneartmeeert : 0 yes, the estimates Why,
they are ell published, and anybody may have them for the
cost cf paver and printing, by going to Ilinsards' the
Perliamt wary printers --Mr. Rawson dissented from the
law-clerk as to he being illegal ; at least he was sere that
came within the scope of equity to give to dissentient
Shareholders a portion of the money already expended.
We as a Company determine to form a new one, and go
en (ler he believed he should go on); and if we refused to
dissentients anything bey and their proportion of the
fu .de in hand, he. was eertein the Lord Chancellor would
tiny sech decoien aside. The Directors ought to
smeid es Rt by.rdturs het ween the assentieet and dissentient
Se set held re and say what is due to those who go out;
a: (I, if they did so, he leas satisfied that aomemoney, be.
y end list tv:s due in law, would come to the parties go_
4:- BURT thouhht gentlemen were westing a
yast ecel of time. Thu Company came to a resolution
that c,i•tain st, pi and measures should be adop-
ted ; reel it g 33 110121-i:owl teat every Shareholder should
fair },rrlxtrta lea expenses. That proportion
hoed [)Crie to
t Hai quite ridiculous be-
.,at. _ ; hat aperarrr to
.t
chuhe
sc,,me
now elume to say, " We will not go on with
the new concern," that they have any claim to have a por-
tion 4.what had been expended returned to them. These
who decided to go on might justly say to them, " All
the mosey that hes been cv;ended has been by your own
au.hori:y and desire; we will give yogi a fair share of
%dant is left, if you choose to retire ; and if you chortse
remain, you will participate in any adver"ges
nit arises from the undertaking." Really, there is neither
eqaay, honour, or juatice in the demand of persons wbo
have once given their assent to proceeding with the unddr-
teking. They have no right to complain of hardship.—
Mr. Rnwsote said, he had only come home on Saturday
night, and he should like to have time to see a few docu-