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

ham and Oxford Junction Railway Company had no
power under an Act of Parliment to enter into the said agree-
ment of amalgamation and sale, and were therefore
obliged to apply for a new Act of Parliament to carry the
same into effect. That your petitioners believe that the
issuing of the said sealed certificates was purposely delayed
by the said directors of the Birmingham and Oxford Junc-
tion Railway Company, for the purpose of preventing a large
and influential number of persons, who had purchased shares,
and were bona fide entitled to and compellable to pay for
the same on the issuing of such certificates, and who, to-
gether with the dissentients actually present at such meeting
of the 4th of December, might have prevented the passing
of the said resolution, declared to have been carried thereat,
from attending and voting at such meeting. That your
petitioners further believe that the said directors fixed the
time for holding the said meeting of the 4th of December
prior to the coming out of the said sealed certificates, and
refused to adjourn the said meeting, with the same object and
design of preventing such persons from so attending and
voting thereat.
" That the said agreement of amalgamation and sale so de-
clared to be ratified by the said meeting of the 4th of Decem-
ber, is wholly invalid at law and in equity, and is an excess
of the powers granted by the Birmingham and Oxford
.lunctiou Railway Act.
"That it is essential, for the interest of the public as well
as of your petitioners and their fellow-shareholders, that the
Birmingham and Oxford Junction Railway should be made
available for traffic which may come upon it from many
other lines of railway with which it is connected, whereas
the purchase thereof by the Great Western Railway Com-
pany wodld enable that company to exclude all other com-
panies of availing themselves of the same."
This amendment, the Committee will recollect, was de-
clared to be last at this meeting. Now, Sir, having
I
occupied your attention so long on this point, will
call your attention to the facts, which I am now
about-to bring before you, and from the arguments which I
will present to you, you will, lam sure, be of opinion, that
the consent of the shareholders cannot be con-
sidered as taken on this Bill. Now, we shall pause
to show what took place after, in order to prove that
when the sense of the shareholders was taken, it turned out
that the whole as a body, the whole mass of the share-
holders, were opposed to that which had been proposed to be
dor.e by the directors. The petition goes on to state—.
" That on the 27th day of February, 1847, an ordinary
general meeting of the proprietors of the said Birmingham
and Oxferd Junction Railway Company was held, which was
continued by adjournment to the 18th day of March, 1847,
at which four of the existing directors of the said company
ought to have retired from office, and four new directors
ought to have been then elected by the
proprietors in their
stead, according to the provision of the Act of Parliament
incorporating. the said company; but, although requested by
the proprietors of such meeting to determine amongst them-
selves, as required by the said Act, which four of their num•
ber should so retire, the said directors, both at the said
meeting and the adjournment thereof, refused to do so ; the
proprietors were thereby deprived of the right intended to be
given to them by the said Act, of their electing four
new directors, and by reason of the premises, the
said directors then in office have, as your petitioners are
advised, all become illegal directors, incapable of actin, in
the affairs of the said company."
The petition then goes on to allege, "That on the reqni!si-
don of. the sh treholders, end according to the provisions of the
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 to
point out that under the operation of the Birmingham
and Oxford Railway Act provisions were made for the
purpose of holding ordinary general meetings, which
were to take place on particular occasions. With re-
spect to extraordinary general meetings provisions are con-
tained expressly stating, that in compliance with the requi-
sition of a certain number of the shareholders, the directors
shall be called upon to hold a special general meeting for the
purpose of discussing such special subjects as may be brought
before them, and the directors, in conformity with this pro-
vision, are empowered to convene such meeting. The
petition statee—
" That although the said directors were by the said
requisition required to call such meeting forthwith, and
might have called it on fourteen days' notice, they did not
call the same till after a lapse of forty-five days, taking the
utmost limit allowed by the Act."
In this manner the directors endeavoured to thwart the
views and intentions of the shareholders of the Birmingham
and Oxford Railway. The effect of that was that a special
general meting should have been called, under the provi-
siohe 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 a:tention of the Committee—
" That at such last-mentioned meeting, at which upwards
of 33,000 shares in the company were represented, the fol-
lowing resolution was carried unanimously, with the excep-
tion of the said directors."
Forty-five days had not expired (which period would have
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. I
am now about to call your attention to the resolution which
was passed at that meeting without a single dissentient
voice, excepting the directors themselves ; no single hand
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
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 share-
holders disqualified by the acts of the directors, the directors
be, and they are hereby instructed not to proceed further
with, bet to withdraw from, the proposed Bill now before
Parliament for uniting the Birmingham and Oxford Junction
Railway Company aodl
and Dudley the Birmingham, Wolverhampton,
Railway Company into one company, and for
authorising the sale of theßirmingham, Wolverhampton,
suet Dudley Railway' and otherar
tv.fha works to to the Great
Western Railway inpany z n
thedire,%oras be
further instructed forthwith to affix the
seal to the petition now read against the company'
na)thsl
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 in
both Houses of Parliament; and that this meeting do now
Itietruct the directors not to take, but to oppose any proceed-
ings for or towards any amalgamation, sale, or leave, with
or to the Birmingham, Wolverhampton, and Dudley Railway
Corn pany, or the said Great Western Company, or either of
them, without the further instruction of the shareholders.
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 humble petition of the Birmingham and Ox-
ford Junction Rail vay Company, under the common seal,
eboweth 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 B
nthighatn, Wolverhampton, and Dudley Railway Company
into one company, and for authorising the sale
Ills,u the o
nti gham, Wolverhampton, and Dudley
and
ther new worke, to the Great West-
ern Railway C•mpany.:' That your petitioners
are adverse to the provisions of the said Bid, which affects
their interests and professes to dispose of their property ; and
desire that the same should be no further proceeded with, so
tar as they are concerned. Your petitioners, therefore, humbly
pray your H mourable Hou-e that the said Bill may not pass
trite a law, and that. titer may be heard by themselves, their
counsel, agents, and witnesses, against the preamble of the
said Bit, and such of the clauses thereof as effect the interests
of your petit loiters.' "

Here now was a flagrant omission of duty on the part of the
directors of this company towards the shareholders whose in-
terest they were hound to protect.
" That the said directors, nevertheless, refused to affix the
seal of the company to the said petition, and it was there-
tipmt resolved by the meeting unanimously, except the said
directors, that Sir Harty Verney, Bart., and five other share-
holders, should sign the said peiition on behalf of the com-
pany.
That the petition has accordingly been signed by Sir
Harry Verney, Bart., and five other shareholders, aria has
Lean presented to your Honourable House."
Now you will observe that' according to that resolution the
directors were called upon to affix the common seat of the
company to the petition which was then and there drawn
up, and it was the bounden and imperative dtity
of the directors to affix such seal to the petition. If they
lead done so there wold have been an end of this Bill; there
would be no question as to locus stanch' raised before the Com-
mittee; we should have been here with the common seal of
the c etipanv, prohibiting the directors frcm promoting this
measure. You would then have 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 se.l of the company to this petition? They thought,
however, because they were possessed of the seal, and because
they roused 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 i n behalf of the petitioners, who pray that the
allegatioms container, in it will be taken into your most serious
consideration. Had the common seal et the company been
affixed, tiiii petition w.,uld be irretrievably fatal to the Bill.
Is it, Chien, to have less aulwrity 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 coinpan.), the petition is signed by Sir Harry
-Verney and other shareholders? I cannot see wby I should
be called on to argue the case of my locus stanch before the
Committee. I have an indisputable right to be heard, and to
be heard successfully too, against this Bill; and I trust that
the Committee wil!, when they have heard the remark., 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 take
measures for adopting and carrying into effect the proposals
mad, to t hem in December last by the directors of the Lon-
don arid Nor h-Western Railway ompany, having for their
object the 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 tubing this that the line will be completed forth-
with. and kept independent of either company.'
.sT
evr, Sir, I would ask, can there be the slightest doubt
that what passed that meeting was, in effect, the true
sense of the great
the slightest doubt tt of the shareholders? Can there be
of the meeting of the 10th
compared with the proceedings
considered as the unanimous th of December, that this must be
the shareholders? Observe representation of the sense of
cember the only persons at that
dijerence—on the 4th of De-
meeting were the holders of nne that could come to the
not been issued at that time, scrip,be the sealed certificates had
able to prove the allegations of the ese you observe, I shall be
the trareactions which took place
ir
trion—that almost all
is called transactions to be completed upon market were what
sealed certificates. The person who paoentsthhe issue of the
that way takes his chance of the state of his shares in
at the time of the issue of the sealed certificates.
crtket
There is a vast deal of speculation.. in all these thin
This sort of transaction is what is called " buying- for theme
coming out." In the interval the consequence is, that the
man who has got his right to transfer is not entitled to hold
the scrip, and the agent gets the sealed certificates. The
holder or the scrip shares transfers his scrip to the man who
has bought his right to be registered as a shareholder.
Under these circumstances the holders of the scrip shares

would be entitledTo—CO;c7there and vote. The directors of
the company who held On the 12th of September 4,C00
ot the stares of the company, bad parted with 3.000 of
them at a cousidaable premium ; they kept the scrip, and
became entitled to vote in the right nd to the amount of
the 4.000 shares which they previously held; and there were
also num. r.ui other persons still holding shares in the Bir-
ingliam, 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 §hareholdera, and really en-