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

of the scrip.--(Hear, hear, and laughter.) In the case
of some companies it is mentioned that when parties
applied for shares they were told that all the shares had
been allotted and taken up, while in truth not a single
share had been issued.—(Hear, and laughter.) I ant
quite sure that no respectable company could have been
guilty of such proceedings 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,
it is impossible for the Government to take care of them.
(Hear, hear.) Ido not think that they will gain any-
thing by the withholding of their names ; but, really, if
Parliament gives them the power of releasing them-
selves, and they do not avail themselves of that privilege,
then I think they will not deserve any of our sym-
pathy or commisseration.— (Cheers.) All that we
can do is to give them an opportunity of stating fairly,
" This was a moment of excitement, in which I specu-
lated to the extent that I have done, and if Parliament
gives me the opportunity of repenting, and of re-
leasing myself from those engagements, I will
gladly do so." And I think that no false sense
of shame shotild prevent them from doing so.
But this I do say, that if provisional committees
or directors continue to traffic in these shares 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 circumstances are exempt from
Parliamentary inquiry—(Loud cheers)—and that in-
quiry will be the foundation of future legislation in
respect to these inchoate companies. I really believe
that it may be necessary for us, as the foundation of
such legislation, to expose these transactions— (Cheers)
—and to lay them bare before the world as a guide to
other parties who shall be inclined to speculate in such
matters.--(Cheers.) Now, Sir, the law is in a very un-
satisfactory state with respect to those inchoate
railways.—(Hear.) I do not believe that with re-
spect to a company which has not obtained its
Act—l very much doubt, I say, whether such parties,
before they have obtained the assent of the Legislature
to their Bill, have it in their power to dissolve their
company.—(Hear, hear.) I believe the general
principle of the law to be this—that those 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 t hey 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 impossible
for them to do so, because, in the first place, the original
,hereholders may not be the holders of the presentshares ;
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. Now, it may be in some cases that
power has been providentially taken to dissolve
a company before they have obtained their Act.—(Hear.)
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, to dissolve that company.—(Hear, hear.)
If such be the case, and that the deed did not contain a
special clause to the contrary—and I need not say that
it verT seldom happens that these deeds do contain
such special exceptions—if the power of the directors
be so imperfect as not to enable parties to
a company to retire if they should deem fit, then I say
that state of things requires a remedy.—(Hear, hear.)
What may be - done hereafter upon this subject
will defiend, oil future circumstances, but I am now
dealing 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 have been se-
veral discussions in the courts of law upon the powers
of joint-stock companies, particularly_ in reference
to railway companies, and there was an Act
passed in the month of December, 1844, which conferred
some very important powers on joint-stock companies.
That Act, in one of its clauses, provides .that companies
-hall proceed with what is called provisional registration
before they can do any other act ; but in respect to
Companies which did not require the sanctioa of Par-.
lies-Dent,- that Act requires %%hat is called compete re-
-gistration, and until that be done the power of the di-
rectors circumscribed. Provisional_ registration
.applies .to all companies, but in railway, com-
panies complete registration is not necessary,
,for the sanction of Patliainent stands in place -of that.
But then this important question has aris• n in the
'country, namely:—Whether the transfer of shares
in an inchoate company, or in other words,
the 'sale of scrip was- legal. In a certain case
a party brought an action against another to
whom he had sold scrip. The defendant alleged, that
under the 7th and Bth Victoria railways were included,
and that therefore in this case there had nbt been a com-
plete' registration ; but the court 'decided that-
the Act exempted railway companies, and there-
fore the plea was overruled, and that the sale Of
scrip in a railway company was a legal -transfer.
Some doubts have been entertained in equity whether
the decision is strictly proper ; but the transaction has,
in consequence of that decision, been invested with a
legal` character, and has obtained a legal' sanction-
Seeing the defects, however, which have attended
these-transactions in scrip. and the defects which have
been found in the law respecting railway matters,
and
.secing also the defects which' :have resulted
from improvident speculation, her. Majesty's
Government have thought proper to originate a measure
for the purpose of putting' an end as far as possible to
this state; of things. This is the time when such an in-
terference becomes necessary, and had we attempted it
before; twe would have laid ourselves open to this charge
of having done so prematurely. We do not propose to
throw any arbitrary obstacle in the way of the promotion
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 agliinit many
. schemes which are not of a bond fide character, We pro-
pose to bring in an Act of Parliament to -provide
chat with regard to all companies, no matter how cir-
cumstanced,, all railway speculations, a power shall be
given to scripholders to dissolve the company under cer-
tain conditions. This we propose to effect, first by Bill
and then- by sessional order. We shall propose to
enable a number, and a very small, number of the "share-
holders, say five, to address a requisition to the directors
or managing committee of the company, requiring theni
to call a meeting of - the subscribers for he
purpose .of ascertaining their views as to
proceeding with the Bill or giving it n
-
up.
We propose that it shall be obligatory on the managing committee to call that meeting. We shall take pre-
cautions
that due notice of that meeting shall be
given. If the managing committee should refuse to call
the meeting, we shall ,introduce provisions
,which
shall ensure its being called. We shall 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 re-
'present one-half of the capital stock of the company, we
propose that a meeting of shareholders, represent-
ing one-third of the capital stock issued, shall
be' capable of dissolving the company, provided that
the persons, present 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 meeting
shall not be packed, as we shall require that the stock
represented at the meeting shell not be less than the third
of the whole capital. It may be that at that meeting
the amount of stock represented will not -be one-
third, and in that case 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 r presented, and should the majority voting shalle
consist of three-fifths of the meeting, shall be taken as
decision. In order to prevent the applications ofres-*
served shares to an undue influence at the ,meeting, we
propose that the scrip to be represented shall be scrip
that was issued prior to the 31st of March. With re-
spect to scrip, in regard to which purchases have taken
.plece,- the only security which we can take is to
require that that also shall have been issued before
the 31st of March. Now, connected with,this Bill an
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 effect, to the
Bill, because it is impossible not to foresee that some time
niust elapse before this Bill: is passed into a law. Unless
each, House of Parliament makes some regulation with
respect to their assent being given to these Bills, in some
companies, which I am sure are no specimen of the general
class of companies, the directors and parties interested may
press their Bill unduly on the consideration of the blouse.
It is manifest that many of the parties have a directtobe
in-
terest in passing their Bill into a law. This, sa I y
expected uuder the circumstances. believe that iis n
many
case, if the, Bills should receive the sanction of Parlia-
ment,eefterwards would
a
the fi rat thing that would
ld take pla
be to dissolve the companies, for it is my belief that
many of these lines of railway are not intended to be
made. Well, then, if that is to be the ultimate result

before Parliament at all ? I propose that
should not come .
g such a meeting of each
of many of these schemes, is it not, l'say, best that they
and that t such
this shall be remedied by having
meeting,-if it shall be carried. that t to be
ona notthe
company as I have already. stated,haenßill
isa Cott
partproc proceeded etdEowisthha,
shareholders
dle
rssayth mustis want of
binding..of sanc sanction h
trouble the House by reading the Bill at length which
her Majesty's Ministers propose for their con-
sideration. I presume you aro already ac-
quainted with its provisions. I believe there
are many Bills entirely unopposed, and I are
of opinion that many of them might pass without Par-
liament interfering at all, from the very fact 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 lose 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 registered for those lines. Now
it is well known that Parliament will not pass more
than one line. I think that unless we have the
etidence of the sanction of the scripholders, as
proposed by this Bill, for carrying on the
nhemes, we should not allow them to proceed.
.Now, Sir, I, admit that this is a subject of the greatest
importance ; but,,instead of again proposing a Commit-
tee to make a distinct list of Bills, which ought, in their
estimation to receiVe the sanction of Parliament, during
the present session, her Majesty's Government, with
a-deep sense of the inconvenience which may ensue if
there is no interference with the speculation which has
taken place--with a deep conviction of the advantages
which will be gained by the course they have adopted,
namely, that the renewed consent is perfectly legiti- '
mate—that it is no dangerous principle of interference
with prima capital and sanctioned by the Llouse, is

likely to release, for investment in profitable business,
and in other dealing;, a vast 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—(Cheers)—in a mass of Bills
which will not finally receive the sanction of this
House.—(Hear, bear.) I commit these resolutions
to the consideration' and decision of the House ; and
whatever may be the result of that decision, I shal feel
satisfied that her Majesty's Government have done their
duty in permitting no time to be lost in bringing these
matters before the, House.—(Cheers.) The Right Hon.
Baronet then resumed his "Seat, after proposing the fol-
lowing resolutions : _
I. That this House will not read a third time any Bill to
empower any company (whether intended to be incorporated
by such Bill, or already incorporated by Act of Parliament), to
construct a railway, unless three clear days before the third
reading, there shall have been deposited at the Private Bill-
office, there to be open to the inspection of all parties, a cer-
tificate signed and authenticated in manner hereinafter
mentioned, and comprising the particulars hereinafter ex-
pressed, and stating the following facts, viz. :-
1. That a copy of the Bill was submitted to the con-
sideration of a meeting of the holders of scrip, or of
bankers' receipts for scrip, of the company, or (in case of
a company already incorporated) the shareholders or
stockholders of the company, 'specially called for that
purpose.
2. That such meeting was called by advertisements,
inserted once in each of two consecutive weeks in the
London Gazette (if the railway be an English railway)
or in the London and Edinburgh Gazettes (if the railway
be a Scotch railway), in the London and Dublin
Gazettes (if the railway be an Irish railway), and
in each case in at least three London daily news-
papers, and note less than three times in each such
paper, in each of such two consecutive weeks ; and
in case the railway be a Scotch railway, not less
than three times in each of two Edinburgh news-
papers in each of two such consecutive weeks ;
and in case the railway be an Irish railway, not
less than three times in each of two Dublin daily news-
papers in each of such two consecutive 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, or bankers'
receipts for scrip, of the company representing not
less than one-third part of the whole capital proposed
to be raised by the company under the Bid (such
scrip having been actually issued, or the deposits in
respect thereof haying been paid before the 31st of March
is 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 constitu-
tion of the company, and was constituted of shareholders
or stockholders thereof competent to vote at the ordinary
meetings of the company, and representing either per-
sonally or as proxies not less than one-third part of the 1.
whole capital or stock of the company.
5. That at such meeting the Bill was approved of by
persons producing thereat scrip, or bankers' receipts for
. scrip, equal to at least three-fifths of the total amount
of scrip, or- bankers' receipts for scrip, produced at the
meeting; or, in the case of a company already incorporated,
by three-fifths at least of the meeting, the votes being
given and computed' according to the constitution of
the company. -
6. That those cases in Which the Bill is promoted by
an incorporated company, but the parties interested are
holders of scrip which it is proposed shall be converted
into-shares or stock, or otherwise become portion of the
interest of the incorporated company on the passing of
the Bill, and contingently only on that event, shall for
the purposes of this resolution, be deemed to be cases of
- companies not yet incorporated.
11. That for the purposes of this resolution 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 stack (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 be 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 one week, from the ori.g,inal day of meeting; and
iuch day, hour, and place, being in the meantime advertised
twice in each of three London daily newspapers, or the
Edinburgh or Dublin newspapers, as above directed in
the case of Seotch or Irish railways ; and at such ad-
journed meeting it shall ,also be competent to the chair-
man 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
votes given at the original and adjourned meeting shall be
received as if given at one and the same' meeting.
111. That such certificate shall also comprise, in a tabular
form, the following particulars
1. The day, time, and place of the meeting, and of the
adjourned meeting (it' any).
2. The dates of insertion of the advertisements for
the meeting, and the names of the newsopers in
, which they were inserted.
3. The names and addresses of the persons producing
scrip, or.baukers' receipts fur scrip, at. the meeting, ac-
cording to the statements of such persons ;
Or, in the case of- a company alreatly incorporated, or
The names and addiesies of the shareholders or stock-
holders present at tlieaneeting, according to the register
book nf names and addresses.
4- The denoting numbers, if any, of the scrip, and in
- -the case of hankers' receipts,- the names-of-the persons
from whom the deposit is thereih' stated' to be'received,
'and the amout of the scrip and receipts respective;y pro-
dueed by tto persons so producing -the same at the
meeting :
Or, in the case.of a eompany already incorporated,
The respective amounts of shares or stock held or -
represented by the shareholders-or stockholders attend-
ing the meeting.
5. The fact of the approval or non-appreval of the
Bill (as the case may be) by the several persons pro-
ducing scrip, or bankers' receipts, at the meeting, or
by the several shareholders or stockholders attending
the meeting.
6. The total amount of scrip and bankers' receipts
produced at such meeting, and the. amount thereof pro-
duced by the persons approving of the Bill, or in the
case of. a company already incorporated, the - total
amount of shares or stock represented, either in person
or by proxy at the' meeting, and the amount thereof
so represented by persons approving of the 8i11.,..
7.. The total amount of the -capital proposed to be
raised by the company under the Bill ; or in the case of
a company already incorporated, the total amount of the
capital or stock of such company.
IV. That such certificate be signed by the cher-
man of the meeting, and by one of the solicitors of the tome
pany, and the authenticity of such certificate shall be.rrerified
by the signature of the Parliamentary agent depoitting the
same.

•
Mr. F. FRENCH rose: to make some remarks with
respect to Irish Bills. The House would remember that
at an early period Of the-Session the Right Hon. Gentle-
man referred to the rail Way Bills connected with Ireland,
and stated that their Bills should be first sent to the House
of Lords, and then to that House. At the present moment
there were forty-three Irish Bills before the House of
Lords,. five of w hich were waiting for a third reading, and
although he had not the slightest objection to the course
pursued by her Majesty's Government, he could nethelp
stating that the promoters of these. Bills would be sub-
jected to considerable hardship if the resolutions,
as - now worded, received the sanction of the
House—for instance, the three Bills to which he had
call upon
this—that
tihsLpthrosat
&Aided would be unnecessarily retarded. •All het-
, mMorijeerssty so
fGoaverrnamilewnatyhaßd
ilal right
to
prior. to the third reading of a Bill, or its
passing, that the decision of a majority of
the shareholders should be obtained to its passing.
He would recommend that all Bills that originated in
that House should not be detained for their third read-
ing, but that it should, be competent for them to pro-
ceed ; and that the same principle should be fairly carried
out in referetete to tho 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 order; would be the source of' vast inconvenience to
all parties. He asked for nothing that was unfair to any
party. But ,tt e HOD., Gentleman should be aware that
there was a reaction going on among the scripholders,
and that a number of persons were buying up scrip for
the purpose of compelling the companies to come up
for their own purposes. He did not con Sider that such
jobbers were entitled to much consideration. The
board of directors never knew who were the scrip-
holders, nor' were' they bound by any re-
gulation whatever .:..to , abide by their wishes.
The original shareholders' had disposed, as far as they
were concerned, of their interest in the original un-
dertaking. They had disposed of all their prospects of
gain, and nothing but the liability remained to them,
and of course they must be anxious that- the affairs of
the company with which they were connected should be
settled. The only persons who appeared to hini to have
a legitimate right to give their opiuions as shareholders
were the persons to whom the original allotment -of
shares was made. There was a great facility of giving
annoyance held out by the Right Hon. Baronet
_ to per-
sons who either had, or represented
themselves to have,
some interest as shareholders, and it was, only experience
that would make-him aware of that circurnstknce. The
Right Hon. Baronet said that, if a meeting composed of
a certain number of proprietors was called, and ex-
pressed its wish for a dissolution of the company, the
directors should be bound by that wish. The number
of proprietors was to be one-third, and if three-fifths of
the meeting wished for a dissolution, the dissolution was
to be carried. How would the Right lion. Baronet act
if another meeting of one-third of the proprietors were
to be called in another place, and three-fifths of that meet-
In cal
to express a hto goon with the undertaking?
In conclusion
, he trusted thatno unnecessary delay
would be allow d to • •of Irish
Bills. etake place in the passing
Sir ROBERT PEEL, could not speak for the House
of Lords, but he proposed that all Bills before
be
that Rouse, which stood for the third reading, should
poet-
yoned till a meeting had been held, in
conformity with his resolution. With respect to the
question which the Hon. Gentleman put to him, that if a
meeting were held of only a third of the shareholders,
three-fifths of whom might agree that the Bill should
not be proceeded with, and afterwards another meeting
of another third of the shareholders took place, who
would agree to have the Bill passed, how were
they to decide whether they should read the Bill a
third time, he (Sir H. Peel) could only say that the
latter third' Of the shareholders, to obviate this difficulty,
shotild take care to be preient at the first meeting.
Mr. BERNAL regretted that these resolutions had been
brought forward so late in the session ; had a similar step
been taken at an earlier period many of the evils which
they were now suffering would have been prevented.
But even now, why were they to allow the contingent
expenses of committees and second readings to be
incurred ? Why were they to suffer parties to be
at the expense of bringing witnesses from all paris
of the country, and providing for them ' at
taverns for a long period of time ? He dared to say
that, at the present moment, from Hyde-park-corner
to Victoria-park, there could not be found an
unoccupied bed at any respectable tavern.—(Hear.)
He contended ,that the course proposed by the Right
Iron. Baronet was not fair to the country at large. If
that Right Hon. Gentlenian felt that the public had'sub-
jected theinselers to great difficulties in the late mania
of railway gambling, he might have proposed some
other remedy better calculated to meet these