The Sun.
London, England, 1846-04-24 00:00:00

meeting, the scale of votes to be regulated accorr;ing, to the provi-
sions of the Joint- Stock:Companics Act. :` clear majority accord-
ing to this scale 1 4 the whole stock of the compa,y, if repre-
sented at the meeting, should hi, competent to declare a diss:o-
lution of the company ; or if the whole stock is not represented,
. .

.hen of the stock for which the vote is taken three-fifths shall

be sufficient to declare a dissolution of the company--
that three-fifths represented at the meeting. being not
le-g than one-third of the whole stock of the company.
By this Bill it was understood that at least one-third of the
proprietary of any company should be necessary to its disso-
lution. The object they had in view was that they should not
allow any company to proceed in which the funds were likely
to be destroyed by the interests of a few.—(Hear,
hear.) It wa., therefore. provided that on the resolu-
tion of any company to dissolve, the funds of the com-
pany should be invested in the official trustees, and such
was the effect of the Bill which he had to propose to their
Lordships. He was aware that certain parties would be quite
ready to put in thein claims, but at the same time it should
be recollected that certain parties might be made liable
it debts to which they were only parties in common. And
the effect of this Bill was to render both parties
only liable according to their individual responsibility. lie
was aware that, under certain cit cumatances, the proprietors
should have the right of winding up their affairs under the
sessional order ; but if the measures which they propose
should meet with the approbation of their Lordships, and
if it should meet with the approbation of the other
House of Parliament, that they would accede to the
request of the Government, and give such powers as
would enable the shareholders to employ the te-t, and put a
stop to any scheme which had not the approbation of the chief
proprietors of the scheme. What he was anxious for was, that
the majority of the proprietors should be enabled to put .a
stop to any scheme of which they did not approve ; but, at the
same time, he felt it necessary to render the proprietors of rival
sehemcs a power of adjudication. He believed that a sensible
benefit would arise from this change. On the eveningbefore the

recess, although he was aware th—at a change took place from
day to day in the state of these companies, that a great ad-
vantage would be obtained, yet, on the evening of the recess,
he had moved, that on the presentation of a petition, the re-
spective proprietorship of the shareholders should be taken
into consideration ; and that, on a derision of a majority, the

company should be closed, and enabled to wind up their
affairs u a consequence of a decision of the majority.
The holders of stock are scattered all over the country. N 0...
...

body knows who are the scrip-holders. 1 hey have no means
of communication with each other—they have no organisation
among themselves. Some of them are holders for small
amounts, and they do not think it worth while to trouble them-

selves about the matter ; and a vast number, who are

the most substantial persons concerned in them,
would refuse to come forward in order to wind up
those concerns in which they were interested, as it would
have the effect of destroying their credit, and you have no hold

whatever upon the smaller parties, who are scattered all over
the world. We propose, therefore, not to adopt the plan

proposed before Easter, but we propose to adopt the recom-
mendation which has, without one exception, been made to us
from the highest authority, to stop all railway Bills of every de-
scription, to allow no Rill to be read a third time unless a peti-
tion, signed by a majority of scripholders of the company,
should be presented to that House praying their Lordships to
pass such Bill. He considered such a course as that he had
proposed would be better than any subterfuge. It would only
be acting in the more manly and straightforward manner, and
not under cover of the imposition of conditions which it would
be impossible to comply with. We propose that no Bill should
be read a third time unless evidence should be given to that
House that a meeting of the stock-holders of the company
had been held—that meeting representing one-third of the
stock of the company, and that three-fifths of that meeting
desired their Bill should pass.
Lord BROUG H ANI—Aso proxies to be admitted to vote?
Earl DALHOUSIR—Proxies must be admitted, because
the directors and other parties connected with the government
of the company, who, having a vast amount of shares,
would in every instance be able to rule the meet-
ing. For that reason they require that at such
meetings there should be a quorum consisting of
one-third of the stock of the company. If such conditions
were not imposed their Lordships might spare themselves the
trouble of passing the proposed Bill, as the meeting would be
formed of the directors and their friends, who would rule the
meeting. But it was necessary a further test should be applied.
and that was, that in case it should be said that a company was
desirous to go on. it would be necessary that a meeting should
be held, at which three-fifths of those then present should ex-
press an opiniGn to that effect. This had been rendered
necessary by the fact that the circumstances of the present
time were such as to call for it, and such as were
of no ordinary nature, and, in fact, he might say
they were of an unprecedented character. The num-
ber of Bills sought for in the year 184-1 involved an outlay
to the amount of 18,000,000:. sterling; and those for which
the sanction of Parliament was sought in 1845 amounted to
about 60,000,00 W., so that in fact the amount of liabilities this
session would amount altogether to between seventy and eighty
millions. The number of Bills for railways which were
to come before the Legislature this cession amounted to about
519, which involved an outlay of about 300,060,0001. Now he
need not say that that amount of money was not to be
had ; but there could be no doubt that about 70,000,000/.
sterling would be required. He wodd not now go into the
question as to the amount of the surplus capital of the country;
he merely wanted their Lordships to look at those circum-
stances as they now really stood. He had heard it stated by a
Noble Friend of his, that to so great a height had this rail-
way fever risen, that it exceeded by 50 per cent. that of last
year. It had been remarked, why not let the parties to these

Companies bear the consequences of embarking in them .
but he begged to say that unfortunately they would not alone
be the sufferers. Such was the state of the railwri trade, that
even in some of the very best lines parties were so enable to
get in the calls made, that they had to give up tke schemes in
despair; and such a feeling had spread over the trade of the
country, that it had been found impossible to procure capital
to carry it on ; and as a fiend of his from
Scotland had observed in a letter of his, it was
taking away the very:heart of the country. On these grounds,
then, he would ask, was it too much to ask that, in future, the
parties to every railway should be satisfied of the utility and
feasibility of the scheme, and of their ability to go on, before
they should call upon the Legislature for its sanction to those
Bills? He would now conclude by reading the resolutions he
intended to submit to their Lordships, and which he would
leave for their consideration until to-morrow night. Having
read the resolutions, the Noble Lord went on to say
that it had had also been endeavoured to provide against
cases when a large proportion of shares had been reserved or
held back—that clause was to the effect that all scrip issued
should be paid for before the 31st of March. The necessity
for this clause was apparent, when it was remembered that in
marl cases parties would purchase, speculating on the
winding up, and by which many would make one hun-
dred per cent. on the bargain. ( Hear, hear. )
The Noble Lord then read the resolutions, which are pre-
cisely the same as those proposed in the other House of Par-
liament ; and, in concluding, said he wished to correct a
mistake he had made in explaining the mode of winding up rail-
way compares. The subject was so complicated, that it
was difficult to make it so clear as he was desirous
of doing. The way proposed was to wind up the affairs in
conformity wi'h the provisions of the Bill he had explained; or
if that course was dissented from, then the company might be
wound up under the provisions of the Joint- Stock Companies' Act
of last session, and an assignee appointed at the meeting to act
with the official assignee. He had now set before them' the
provisions of the present Bill, and also the sessional order
which was to give effect to the objects of the Bill.
The subject was a dry and complicated one, and in the
statement he had made he had generally given the provisions
of the Bill and the reasons why it should be adopted, in order
that those companies that thought fit might be wound up with
as little trouble as possible.—(Hear, hear.) h e had before
stated his opinion, that it the subject were left as it now is, that
one-third of the railroad plans which had been submitted to
Parliament could not possibly go on this session.
Lord BROUGHAM was quite aware that their Lordships
were acquainted with the interest which he took in the subject
of railway speculations. Nothing could have delighted him
more than the luminous statement which the Noble Lord (Dal-
housie) had just made to the House. They were aware, also,
of the interest which he took in the subject of railways gene-
rally; but, without more time to consider the business, he felt
incompetent to come to any positive decision on this
matter. He had repeatedly warned their Lordships of
the effects of the railway mania during the last
two years, and he must beg to remind them not only of the
evils that were likely to arise to the commercial credit of the
country, but also to the moral interests of the community at
large. He regretted to find that, as he had anticipated not
only was the spirit of gambling in railway shares experienced by
the higher classes of society, but that it was extending- to the
middle classes, and further still that it seemed to have extended
to the lower classes, whose livelihood was dependent on their
industrial exertions. He had repeatedly warned their Lordships
that it was likely to affect the morals of the whole of the com-
munity. He had stated instances in which poor clergymen
and widows with small means had been deprived of all their
subsistence, of ladies living upon their jointures and with
small means, as well as of other individuals, who had
been deprived of the whole of their subsistence by this mania.
Many parties were exiled from their native houses in conse-
quence of their inability to meet the demands made upon them,
or answer to the liability which they had incurred, but to a great
degree this measure would prevent the evil from proceeding
further. Great relief would be administered, by the Act of his
Noble Friend, to the poor sufferers ; and he would fain hope
the mere statement which they had then heard, and the recep-
tion it haul met with would have a salutary effect before the
Bill would pass into a law, for there was a railway house else-
where—( Laughter)—which less admirably adapted for talking,
though little so for aeting, —( Hear, hear.) There were some
railway bodies so fall of discussion that they could debate for
twelve days without intermission. They could make speeches
by the score, and obtain attention by the hour.—( Hear, hear.)
But there seemed to be amongst them an ntter incapacity for
lousiness. He did not know to what it was owing.
The Duke of RICHMOND—It is the directirs
I fault.
a
Lord BROUGH AM—No, no, I didsnootesay that. not to
be caught that way. It arose from m
the b.dy itself—they could debate or ever—they d
couldconstruction argue iin
for ever, but as for coming tut:oche
oduetcoisfiothneiirtpwoawseqru, ittheaatnitotwhear
thing ; in truth, it was an
s
eff e
ctth
ina
remedying the evilst
quite out of the question.
o
ininioldst have devoutly
agreat hoped
the bare promulgation of the n w
thraeßpultah e
existed. The course they
were about to adopt
of not reading a Billtr a
•r d time was not a very usual one—to pledge
themselves that no consideration would tempt them
to read a Bill for the third time after it had become ripened,
unless something was done out of the House by parties over
whom they nad no control, was certainly a proceeding exceed-
ingly dangerous, and requiring great deliberation before they
should adopt it. But he was very much disposed to strain a
point in this instance, as it would effect, he believed, a great good.
He did not think the proposed measure would be effectual
without some such order.—(Hear, hear.) If he were to state
which of the two measures he thought would be most effectual
he should prefer the order, but he did not see why he should
be put to the selection. His opinion was they would both be
efficacious, but there was one quality in the order which the
Bill did not possess. The one was certain and spees:3-,
while of the other they were net sure that it
would pass. He would not detain their Lordships,
He could have desired that all these things hat
taken another course, he could have wished that all privet
legislation, including railways, canals, and roads, should have
been transferred to another trthunal, and that Parliament
should have made some arrangements which would have en-
abled all private business to be satisfactorily and cheaply done
within a resonable time, so as to avoid the great expense and
the anxiety consequent on the present system, and to avoid the
inefficient manner in which of necessity (without imputing any
blame) the Committees of both Houses, but more especially
the Committees of the other House, were obliged to carry on that important branch of legislation.
When they looked at the enormous amount of
private business, amounting for this year in one department
only to the enormous sum of 591,003,00 a—when they re-
flected that these Bills had power to inflict a most trans-
cendental injury—when they reflected that these Bills gave
power to interfere with every man's private property, to re-
move his wood, to grub up plantations, to overthrow houses, to
drive a road through a swan's pleasure-grounds, to make a
person's estate worthless to him, and incapable of being in-
habited by human beings ; to compel people to part
with their property whether they would or not, and
that too, not at prices fixed by themselves, though that
would be bad enough, but at prices fixed by others—when they
considered that this branch of legislation, and of all the branches