The Sun.
London, England, 1846-04-23 00:00:00

- • •
whether or to, on first consideration
proposed. they can :till wish to
posalse but it justify eutegiriug these parties an op-
epfortthu(n) ietlynem,fmsam.tytiitilicge s
we
se. before Perliaeient for the construction of their lines.
'f find also in the piper to which I am Harare's by
an micer isetnetit front the Loreltin and York Railway
Coutierny. 'That Leis measure on_ the cost of many of
the articles necessary in the construction of railways has
produced an effect with respect to the value of stuck on
many companies. I find it stated that in the case of
several railway companies the premium on the
shares in 4145 before the obtaining of the Bill was
obtained dem eased to a discount in 1846, when
the calls were being made, and I think, on mature con-
sideration, that in some of the cases where Bills'
have been obtained, and where in consequence of
increased cost, or increased competition, and where
there is a material differenee between the latices
paid and those which can tow be realised
that the parties purchasing these shares
ought to have a fair opportunity of consideration.
It appears from this statement that the shares of the
Caledonian Railway, wish 10/. paid up, were ut a pre-
mium of ls/. before the passing of the Bill. Since the
Bill has been obtained, the shares are, however, at a
discount of 3/. 65.. Teem are several other railways
in a similar position, according to this statement. I
will nut detain the House by reading to it the names
of these railways. But in ev, ry case shares in railways
which bore a considerable premium previous to obtain-
ing the Bill, have since they have received the sanction
of the Legislature, fallen to a very coresiderable dis-
count. This is the case of Bills which have already ob-
tained the santion of the Legislature. With respect to
the Bills now before the House, I apprehend the
same appiehension applies. It 13 clear, how-
ever, that there are many projected railways
which, when first proj -cted in the month of October,
1845, with respect to which the same sum could not
now be obtained on the sale of shares. (Laughter.)
This state of thing-, therefore, differs most materially
from the state in which they were placed in October,
1845. I apprehend that our object is not to encourags
enterprises unprofitable to the parties engaged in them ;
and that is, I c ,nsider, one reason why we should
to.the parties interested an t pportunity of re eioneideris g
their position, and apprising us of their opinions upon
the subject. Now I have ,mentioned these eonsidera-
tione, which I think should have some weight with this
[louse. '1 he first reason to which I have alluded is the.
enormous amount of capital which, with whatever reduc-
tion you may make in the amount o Bills, must be pledged
by the Legislature to railway enterprise. The second
reason why I think we are called up' to interfere, is
the greatly increased price in the articles required for
the construction of railways, and the great difference in
the present value of shares, compared with that which
they bore when the projects were originally started.
The third reason, I apprehend, is to be found in the fact
of the anxious desire of many parti, s to relieve
themselves from their engagements and liabilities
with resp•ct to these .enterprises,. I understand that a
great number of the parties connected with these under-
takings entertain a very sincere desire to have the op-
portunity afforded them of relating themselves from th, it
engagements,—(Hear, hear.) I must say, that in the
present state of the laws relating to incohate railways,
some alteration is nee« scary.—(Hear, hear.) The laws
relating to incohate railway companies not
having received the sanction of the Legislature,
is not one which should long continue. By the present
law the liabilities of parties are very great, and the
power of the directors and the provisional committee is
very great. So far as I can judge, there is no effectual
control over the acts of the provisional gentlemen and
directors. I have received letters from various persons,
I. shall not give their names, but any IfOnourable
Member can see the original letters, and if
the statements contained in them be correct, there
are proceedings on the part of those which do
most certainly require some Parliamentary interference.
This gentleman states, in a letter which I received yes-
terday, that a great proportion of the new companies
had been holding back largo .numbers of their shares
for the purpose of " rigging" the market. In one in-
' staece out of 42,000 share 8,000 were kept hack.
In another, out of 100,000, 10,0000 were kept Lack, and
in another a clear half of the shares were reserved and
sold out when the markets ranged high. But the last
statement in this letter is really most extraordinary.
It is stated that in the case of one railway which
is mentioned several thousand pounds were taken out ot
the banker's* hands to rig the market, that is to say,
out of the 10 per cent. paid by tile shareholders as de-
posits, money was withdrawn for the purpose of being
invested in the purchase .of shares to raise tha price
of the scrip: —(Hear, hear, and la,tightt r.) In the case
of some companies, it is mentioned that when parties
applied for snares they were told that all the shares had
been allotted and taken up. while in truth not a singl•
share had been issued.—(Hear, and laught r.) I am
quite sure that no respectable company could have been
guilty of such eroceediegs as these, but, still it is confi-
dently asserted that 'these practises have been indulged
in by many of the existing companies which
are now before the • public.—(hear, and cheers.)
Really if parties will not take care of their own interests
:t is imposale for the Government to take care of them.
(Hear, hear.) I do not think that they will gain any-
thing by the withholding of their names ; but really it
Parliament gives them the power of releasing them-
selves, and they do not avail themselves of that privilege,
then I think they will not de erve any of our spn-
pathy or commisseration.— cheers ) All that we
can do is to give them an opportunity of stating table ,
" This was a moment of excitement, in which I sprcu
land to the extent that I have done, and if Parlismetit
gives me the opportunity of repeating, and of re-
:easing myself from those eugagenients, I will
gladly do so." And I think that no fah& sense
.if shame sh .old prevent them from doing to.
But this I do say, that if provisional cotninittees
et. directors continue to traffic in these shat es we shall
be called upon, in justice to the public, to subject their
conduct to strict inquiry, for I do not believe that per-
sons acting under such circtunstances are exempt from
Loud cheers)—and that in-
rdaiiocnomopfan ies. I really telieve
future legislation in
Parliamentaryc
will
itl
btehetshiece q
inchoateur(i)
urY
o
that it may be necessary for us, as the foundation of
such legislation, to expose these transactions— (Chee rs)
—and to lay them bare before the world as a guide to
other parties who shall be inclined to speculate in such
tnatters.—(Cheers.) Now, Sir, the law is in a very un-
satisfectory state with respect to those inchoate
railways.—(lleBl%) I do not believe that with re-
specty muchttaveobtadionlidbt, the assent of the Legislature
to a Company which has not obtained its
I say, whether such parties,
theirpower to dissolve their
tbA,e)cfttoh.reei
their
theyu
vi
have it in
Company.—(Hear, hear.) I bslieve the general
principle ot the law to be this—that tl.ose matters
are guided, not by the State, but by the com-
mon law ; and if either shareholders or scripholders
were unanimous as to the expediency of dissolving their
company before they obtain their Act, that they have it
in their power to do so. But I believe that without a
perfect unanimity to that effect it is impassible
Sor them to do so ; because, in the first pl. ce, the original
shareholders may not be the holders of the present shares
and I believe that no case of this kind has as yet been
settled that a company can under such circumstances
dissolve itself without the consent of the whole of the
shareholders. Nuw, it may be in some cases that
power has been providentially taken to dissolve
a company before they have obtained their Act.—(llear.)
I believe that in many cases there is no remedy as to
the time in which that assent shall be given, and it
would not at all follow that the rejection of a
railway Bill in the course of the present session would
enable the directors, or any other parties in a
company, td dissolve that company.—(flear, hear.)
If such be the case, and that the deed did not contain a
special clause or the contrary—and I need nut say that
it very seldom haf pens that these deeds do contain
such special excepttons—if the power of the Directors
be so imperfect as not to enable parties to
a company to retire it' they should deem fit, then I say
that state of things required a remedy.—(Hear, hear.)
What may be done hereafter upon this sun jest
will depend on future circumstances, but I am now
,!eating with the state of things as I find
them at present, and I do think that the state of the law
in this respect, is such as to require, the interference of
the Legislature.—(Hear, hear.) There hate been se-
veral discussions in the courts ot law upon the powers
of joint-stsck companies, I articulaily in reterence
to railway compeuiee, and there IV4S an Act
passed in the mooth ofnecember, 1844, which conferred
Nome very important powers On Joint Suck Companies.
That act, in one of its claims, provides that companies
proceed with what is called provisional registration be.
tore they can do any other act ; but in resp ct to
Companies which did not require the sanctioa of Par-
liament, that Act requires what is called comVete re-
gistration, and' until that be done the power of the di-
rectors is circumscribed. Provisioual registration
applies to all c tupanices but in railway com-
panies complete registration is not uccetiourYt
air the sanction of Palliansent 611011 s
place of that.
But then ilea important question has era n in the
country, nam.i., ,_whether the trane'er of share s
der the 7th a
in an inclioa e company, or in other worth.,
the sale if, scrip was legal, In a certain case
a Party brought an action against another to
whom he had sold s •p. The defendant alleged, that
Scrag doubts
tin
anti that thl.retore this case there hat] not bvyn a coin-
plete registration
legal cheracter, the collo decided that
acid Bth cnVictoria, railways were included,
•, but
the Ant exempted railway compapy's, and there-
fore the plea was overruled, anti that the sale of
in a railway company was a legal transfer.
Seeing haee been enteeteined ie eqgity whether
the decision is sttictly proper ; but the transaction has,
in consequence of that decision, been invested with a
, and has obtained a legal sanction,
the defects, however, which have attended
these transactions in scrip and the defects which have
been Lund in the law respecting railway matter..
to throw
oral seeing also the defects which have resulted
rlfr"l improvident speculation, her Majesty's
'''Pvqrituent h h ro eFtat o;l,4:late a measure
ter ' • "P t 13- P ,1 .'•l4 to
Prpose of putting an en— as far 11.- posei
this state of things.' This is the time when such en iu-
erference becomes necessary, and had we attempted it
before, we would have laid ourselves open to the charge
of having done so prematurely. We do not propose
of
any schemes that may be attended with public advan-
tage, but to ascertain the wishes of parties who have
railway Bills before Parliament. The very expression
of those wishes may operate as a check against many
[schemes which are not of a bona fide character. We pro•
Irvat yeah regard to all companies,
s 9 ""iirtng in an Aet of Parliament to provide
cutastanced, all railway speculations, a power shall be
no matter how tins
to scripholders to dissolve the Company under cer-
tainand then b • sessional proposeWe shall propose to
y order.
enable a number, and a very small number of the share-
holders, say five,This we to effect, first by Bill
to address a requisition to the directors

or managing eernmittee of the company, requiring them
to call a meeting of the subscribers, for the•
purpose of ascertaing their views as to
proto eding with the Bill or giving :le up.
We propose that it shall be obligatory on the managiug
committee to call that treeting. We shall take pre-
cautions that doe notice of that m -eting shad be gieen.
If the managing committee should refuse to call
the meeting, we shall introduce provisions which
hull ensure its being called. We snail then propose
that at that meeting a number of scripholders, either of
original shares or shares that have been sold, holding
shares to the amount of more than one-half of
the whole shares originally issued, shall determine
whether the company shall proceed or not. But as it
must be very difficult to have a meeting which shall me
present one half of the capital stock of the company, we
purpose that a meeting of shareholders, represent-
ing one-third of the capital stock issued, shall
be capable of disioluing the Company, provided that
the persons presont holding three fifths of the shares in
value, those persons voting either personally or by
proxy, shall signify their desire to dissolve the Company.
We take, therefore, this security that the met tine
shall not be packed, as we shall require that the stock '
represented at the meeting shall not be less than the third
of the whole capital. It may be that at that meeting
the amount of stock represented wi.t net be one
third, and in that cause there will be a power of
adjournment to another day, after due notice of
the ultimate result of the two meetings, provided
that one-third of the capital stock be re--
presented, and how the majority voting shall
consist of three fifths of the meeting, shall be taken a
decision. In order to prevent the al plieations of re-
served shares to an undue influence at the mee. ring, we
propose that the scrip to be represent. d shall be scrip
that was issued prior to the 31st of March. With re-
spect to scrip, in retard to which purchases Lave taken
place, the only security which we can take is to
require that that al.so shall have been issued before
the 31st of March. Now, connected with this Bill air
ancillary to it is the sessional order which I have
now to propose. I believe that some such resolution is-
absolutely necessary in order to give due eff. et to the
Bill—because it is itnpossib!e net to foresee that some
time must elapse before this Bill is pas-ed into a law.
Unit ss each House of Parliament makes seme regula-
tion with their assent being given to these Bills, in some
eompanie-, which I am sure are no specimen ef thegenerai
class of coin panies,the directors and parties interested mite
Dress their Bill unduly on the consideration of the blouse,
It is manifest that many of the parties have a direct ite
serest in passing their Bill into a law. This, I say, is to
be expected, under the circumstances. I believe .bat in
many c..se. it the Bills should receive the sanction of La-
ment, the tfest thing tha t would take place afterwards woul,
be to dissolve the companies, fer it is my belief that
many of these lines of railway are not intended to ht.
made. Well. then, if that is to be the ultimate result
of many of these schemes, is it net, I say, hest that the,
should not come before Parliament at. all. I propose than
this shall he remedied by havin such a 'meeting of each
company as I have already stated, and that at such
meeting if it shall be carried that the Bill is not to h.
proceeded with, then I say this want of sanction on the
part of the shareholders must be binding. I shall not
trouble the House by reading the Bill at length which
her Majesty's Ministers proposed fur their con-
sideration. I presume you are already ac-
quainted with its provision. I believe they.
are many Bills • entire y unopposed, Land I an!
of opinion that many of them might pass without Par-
liament interfering at all, from the very feet of there be
ing no opposition. I believe that many of the Bills will
not be of any public benefit, and the country can sustuin
no loss by such schemes being abandoned. I can state
that there is a valley through which eleven different
railways are contending to pass, and there are eleven
companies specifically ngisted for those lines. Now
it is well known that Parliament will not pass more
than one line. I think that unless vie have the-
evidence of the sanction of the seripholders, as
proposed by this Bill, for carrying on the
schemes, we should not allow them to proceed.
Now,
,Sir. I admit that this is a sulject of the greatest
importance ; but instrraSi of again pressing a Commit-
tee to make a district list of Bills, wheels ought, in their
estimation to receive the sanction of Parliament, during
the pr. sent session. Her Majesty's Government, with
a deep sense of the inconvenience which may ensue, it
there is no interference with the speculation which has
taken place—with a deep conviction of the ad% antiagee
which will be gain. d by the course they have adopted
namely, that the renewed consent is perfectly legiti
mate—that it is no dangerous principle of interference
with private capital, and if sanctioned by the House, is
likely to release, tar investment in profitable business.
and in other, dealings, a vest amount of capital now
locked up from the purposes of trade, leading to unpro
fitable expenses—namely, in payments to engineers, and
in payments to solicitors—(Chet r)—in a mass of Bills
which will not finally receive the sanction of this
House.--;(11ear, hear.) I commit these resolutions
to the consideration and decision of the H. use ; gird
whatever may be the result of that eeeision, I shall feel
satisfied that her Majesty's Sort-rt ment have dose their
duty in permittirg no time to be lost in bringing flies--
matters before the House.—(Cheers.) The Right lien.
Baronet then resumed his reat, after proposing the fol-
lowing resolutions :-
1. That this house will not read a third lime any Bill that
empower any company (whether intended to be h.corporated
by such Bill, or already incorporated by Act of Parliament to
construct a railway, unless three clear days before the thi,rl
reading, there shall have been deposited at the Private Bill--
office, there to be open to the inspection of all parti.s, a cer-
tificate signed and authenticated in a mariner hereinafter
mentioned, and comprising the particulars hereinafter ex-
pressed, and stating the feilowing facts, &c
1. That a copy of the Bill was submitted to the con-
sideration of a meeting of the serieholders of the com-
pany, or (in case of a company already incerporated) of
the shareholders cr stockholders of the company, ape
chilly called for that purpose.
2: That such meeting was called-by advertisements,
iroeried once in each of two consecutive weeks in the
Leaden Gazelle (if the railway be an English or Scotch
railway), in the Loudon and Dublin G7zettes (if the
railway be an Irish railway), and in each case, in at
least three London daily newspapers, and not less than
three times in each such paper, in each of such two con-
secutive weeks.
3. In the case of the company being intended to be
incorporated by the Bill :—That such meeting was con-
stituted of persons producing thereat, scrip of the com-
pany representing not less than one-third part of the
whole capital proposed to be raised by the company
under the Bill (such scrip having been actually issued,
or the deposits in respect thereof having been paid before
the 31st of March in the present year.)
4. In the case of the company being already incor-
porated :—That such meeting was held, except so far as
is herein otherwise provided, according to the consii:
ton of the company, and was constituted of shareholders
or stockholders thereof competent to vote at the Winery
meetings of the company, and representing either per-.
sonally or as proxies not less than one third part of the
whole capital or stock of the company.
5. That at such meeting the bill was rpproved of by
persons producing thereat scrip equal to at least three-
fifths of the total amount of scrip produced at the meet-
ing, the votes being given and computed according to
the constitution of the company.'
11. That for the purposes of this order it shall be compe-
tent for the chairman of any meeting called in pursuance
thereof in the event of the above prescribed quorum of scrip
shares or stock (as the case may be) not being represented
at such meeting, to cause the votes of the persons consti-
tuting the said meeting, approving or not approving of the
Bill, to he taken and recorded, and then to adjourn the
same to some day, hour, and place to be declared by the
chairman, such day not being less than three days, and not
more than ono week, from the original day of meeting; and
such day, hour, and place, being in the meantime advertised
twice in each of three London daily newspapers; and at
such adjourned meeting it shall also be competeut to the
chairman thereof to cause to be taken and recorded the
votes of such of the persons constituting the same as have
not voted at the original meeting; and the total amount of
received
111. Tlahis in a tabular
votes given at the original and adjourned meetieg shall be
tifsguciLencearttioilicreataenstilitatilleaslasourecommepertiinseg;
tbrrn, the following particulars ;-
1.; The day, time, and ;dime of the meeting, and of the
adjourned meeting (if any).
2, The dates of the insertion of the advertisements
for the meeting, and the names of the newapapeis in
which they were inserted.
3. The names and addresses of the persons
producing
scrip at the meeting.
oi, in the case of a company alreatly incorporated :
Tile links and -addressee of the shareholders or stock-
holders present at the meeting.
4. The denoting numbers, and the amort of the scrip
respective y produced by the persons so producing tha
same at the meeting:—
Or, in the case of a cc mpany already incorporated :
TllO respective amounts of shares or snick held or
represented by the shareholders or stockholders attend-
ing t e meeting.
5 The fact of the approval or non-approval of the
Bill (as the case may be) by the several persons pro-
ducing scrip at the meeting, or by the •
ses•era share-
holders or stockholders attezding the meeting.
0, Ths total amount of scrip produced at h
ing, and the amount thereof produced by the meet-
y persons
approving of the Lid, or in the case of a company
already incorporated, the total amount of shares or
stock represented, either in pers, n
or .. h y proxy at the
meeting, and the atitount thereof
so represented by
persons approving of the Bill,
7 The total amount of the capital proposed to be
raised by the company under the Bill ; or iu the case of
a genteelly already hicorporated, the total amount of the
capital or stock of the company.
IV. 1 hat such certificate shall be signed by the •chair-
man of the meeting and by one of the solicitors of the com-
pany, and the authenticity of such certificate shall be verifier:
by the signature of the Parliamentary agent depositing the
same,

Mr. F. FPRENCII rose to make some remarks with
respect to Irish Bills. The Howse would remember that
at an early period of the session, the Right Hon. Gentle-
man referred to the railway Bills connected with Ireland,
and stated that their Bills should be first sent to the Rouse
Lords, and then to that Ilowse. At the present moment
there were for,y-three Irish Bills before the House of
Lord, five of which were wtl4ipg for a third 'reading, and
although he hai4 not the slightest objection to the cour-e
pursued by her Majesty's Government, he coulu not help
stating that the promoters of these Bills would be sub-
jected to eonsiderab:e hardship it the resolution.,
as now if orded, received the sanction of the
House—for instance, the three Bills to which he had
alluded would be unnecessarily retailed. All her
Majesty's Government had a right to call upon the pro-
moters of a railway Bill to do was this—that
prior to the third reading of a Bill or its
passing, that the decisiou of a majprity of
the shareholders sheuld be obtained" to its passing.
He would vecommend that all i3ills that originated in
that House should not be detained fur their third read-
ing, but that it should be competent fir them to pro
ceed, and that the same principle should be fairly carried
out in refererwe to the Irish Bills that had com-
menced in the Lords—namely, that they be
allowed to pass there, and not be tied up
from proceeding for the space of three weeks, as such
an outer would be the Bourse of vast inconvenience to

_„~,....