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

you for that qualified interferenco with this rail- '
way sp,culation, for me to detcrihe the circum-
stancss, and detail the - reasons why I think it
necessary to depart from the ordinary course observed
in such matters, in order that what I now propose may
not be taken as a precedent on future occasions. In the
first place I shall state to the House the amount of ca-
pital already pledged for the Railway Acts already ob-
tained from Parliament; and also the amount of capital
which would be necessary for the Bills now pending.
in order to carry out into effect those projects. I
find that in 1844 the number of Railway Acts which
obtained the sanction of the Legislature was thirty-seven.
The capital authorised to be raised by share amounted
to 13,900,0001., and that authorised to tie raised by loan
amounted to 4,600,0001, being a total amount of capital
authorised to be raised by share and loan, by
Bills passed in 1844, of 18,500,0001. In 1845 the
number of railway Bills were 180, and the share-
capital authorised to be raised by those Ac•s amounted
to 45,585,000/. ; and the total amount of loan was
14,635,000/. ; being a total am stint of capital authorised
by Acts in 1845 of 60,400,0001. I have a return of the
names of those Bills which were under the consideration
of the Committee, and I find that the number of Eng-
lish Bills amounted to three hundred and sixty-nine ;
that the number of Scotch Bills were one hundred and
seven, and that of the Irish there were forty-three, being
a total of five hundred and nineteen Bills for the United
Kingdom. I find from these that ninety English Bills
havecapital to the amount of 184,000,0001., and, supposing
they received the sanction of Parliament, an additional
loan of 58,000,0J0/. might also be raised. The capital
proposed to be raised by the Scotch Bills amounted to
28,500,0001., with a loan of 9,500,0001. By the Irish
Bills it was also proposed to raise 18,400,000/., and loans
to the amount of 5,000,000/. would be sanctioned. Se,
therefore, the total amount of capital authorised to be
raised by English, Irish, and Seoth Bills amounted to
231,322.0001., and the total amount of capital authorised
to be raised by loan amounted to 72,000,0001., making a
total, independently of invested capital authorised by
Acts in 1345, Of 304,000,0001. I know it is quite true
that many of then, Bill, are delusive, that ratans of them
are of a competing nature, and that tee canning out of
many of them would be unnecessary for the public interest.
But a very great reduction must be made of that total
amount ; and certain it is that Parliament will reject
many of the Railway Bills submitted for its considera-
tion and approval during the present session. In shert,
many of the Bills are incompieible with the wants of the
public; still, whatever ds duetion is made in the number of
Bills during the present se-nion, the total amount of capi-
tal, if there be no interference of Parliament—the total
amount of capital which will be sanctioned in the course
of the present session will be much greater than, having
a due regard to the public interest, ought to be applied
constructionbtiru b
number
bo
ff
Bills,ra l sv auynsie s
sNtboewr,e Ibe
to
owingthe
totlmostam
inquiry by the committees appointed to inquire into the
subject, 1 fear that at the end of the session, Bills will
pa s ss hich, under ordinary circumstances, would
riot receive the sanction of Parliament.—(hear,
hear.) Now I will proceed to- state what
amount of capital has been paid up out
of the amount which has been authorised to be raised
by the Bills which have already received the sanction of
learliament. Now, in respect to Bills which passed
before the year 1844—1 am speaking of the Bills which
passed before the session of 1844—the sum of 20,867,0001
has not yet b. en called up upon the shares in the rail-
ways which obtained before this period. Again, that
must not 'be taken as the real amount of capital autho-
rised to be raised and ready to be called in, but never
theless remeining unpaid, because, in many cases,
money has been raised on loan on the security of out-
standing shares—a course which has been frequently
adopted instead of calling upon shareholders fir pay-
ment for the shares which have been issued to them.
What proportion does the amount, raised by loans, bear
to the amount of shares on which the capital has not
been pa.d? I can only state the fact that there re-
mains, an unpaid capital connected with railways,
which received the sanction of Parliament before
1844, to the amount of 20,867,000/, suppes-
tug no loans to have been raised on outstanding
shares for the purpose of completing works. With
respect to Bills passed in the session of 1844, the amount
of capital stock that is still unpaid is 5,293,000/.
In respect to the railways which passed in 1845,
118 in number, on the capital stock or
shares authorised to be raised, there remains
an amount of stock which is still unpaid c f
nearly 28,000,000/,or in more general terms 27,900,0001.
whish, added to the amount remaining unpaid on Bills
which were passed before 1844, gives a total amount of
capital stock to be paid up of 33,242,000/.—(Elear.) Of
course in addition to the amount of capital which will be
authorised to be raised iu the course of the present session.
Therefore, even with regard to this amount of capital,
may we not safely take the opinions of those parties,
who have entered on these speculations, and be guided
by that opinion which shall determine whether or no
these speculations shall go on before they get sanctioned
by Act of Parliatneet. There is one reason for
doing this, and foricalling for the rotractation of
these parties after mature inquiry and conside-
tion. There has been a great change in the
circumstances of these projects since many of these par-
ties had committed themselves. In the first place, I
must refer to the opinions of a Committee appointed by
this House in coming to a decision on a Bill which was
brought before them. I understand that when Mr.
Brunel—a gentleman whose name must be fami-
liar to you for the great ability, great ex-
perience, and great acuteness exhibited by him,
when you heard him, in bsing examined before, I
think, the Committee on the Londr.:n and Oxford, and
London, Worcester, and Rugby Railways, gave this
evidence :—" The prices are so increased, that the lines
mentioned (the London and Oxford) cannot be can-
structed at their settled prices. The materials for the
construction of railways is now 50 per cent. higher
than at this time last year." At this point of the pro-
ceedings the Chairman said that the Committee thought it
unnecessary to hear any more evidence on the London
and Oxford line ; and after the room had been cleared
for a few miautes, the Committee declared that the
preamble of that Bill had not been proved. It' the expense
has so materially increased on those kinds of materials
necessary fur the construction of railway—such as iron,
land, and labour—of course the estimates of the rail-
way company must be affected, the cost of executing
the line must be increased, and the prospect of profit
must be diminished. I do not say that these circum-
stances alone would warrant a withdrawal of their pro-
posals, but it must justify our giving these parties an op-
portunity of saying whether or no, on first consideration
of the circumstances in prospect, they can still wish to
go before Parliament for the construction of their lines.
I find also in the paper to which I am referring, by
an advertisement from the London and York Railway
Cumpeny, that the increase in the cost of many of
the articles necessary in the construction of railways hes
produced an effect with respect to the value of stock on
many companies. I find it stated, that in the case of
several railway companies the premium on the
shares in 1845 before the Bill was obtained,
decreased to a discount in 1816, when the
calls w ere 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 prices
paid and those which can now be realised,
that the pal ties purchasing these shares
ought to have a fair opportunity of consideration.
It 'appears from this statement that the shares of the
Caledonian Railway, with 101. paid up, et re at a pre-
mium of le/. before the passing of the Bill. Since the
Bill has been obtained the shares are, however, at a
discount of 31. 6s. There are several other railways
in a similar position, according to this statement. I
will not detain the House by reading to it the names
of these railways. But in every 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 considerable dis-
count. This is the case of Bills which have already ob-
tainsd the sanction of the Legislature. With re-
spect to the Bills now before the House, I am
of opinion the same apprehension applies. It is
clear, however, that there are many railways,
first projected in the month of October, 1845,
with respect to which the same sum could not
now be obtained on the sale of shares.—(Laught+T.)
This state of thing=, therefore, differs moat materially
from the state in which they were placed in October,
1845. I apprehend that our object is not to encourage
enterprises unprofitable to the parties engaged in them ;
and that is, I cinsider, one reason why we should give
to the parties interested an tpportunity of re .considering
their position, and apprising us of their opinions upon
the subject. Now I have mentioned these considera-
tions, which I think should have some sv eight with this
House. The 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 upon to interfere is
the greatly increased price in the articles reauired 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 is be found in the fact
of the anxious to
desire of many parties I.eve
themselves from!
their . engagements
and liabilities.
With res pee. to theie enterprises, I und.•rstand that a
great number of the •
tekings entertain les connected with these under-
part
oppor-
tunity afforded ntZ verysincere desire to have the oppor-
etigagements.—(fiz of releasing the -Ives from their
) I must say, that in the
present state of the Irelating laws to inchoate railways,
some alteration is
necessary.—(Bear, hear.) The laws
relating to
inchoate railway companies not
having received
the sanction of the Legislature
is not one which
law the liaeilitiusho;ld long continue. By the present
Power of the directors l'ar.tshe"-ero‘vl7i3O'nf- committee
and the
very great. Si far an
as can judge, there is no effectual
centrolover the acts f'• • 1 • • and
the provisional cornuit.,et.rr.,.n
directors. I have received letters from various persons,
I shall not give their names— est any IlonourAbl.e.
Membe can it
rsee the original letters, and
the at
.atements contained in teem be correct, there
are proceedings on the part of those which do
most certainly require some Parliamentary interference.
This gentleman
a states, in a letter which I received yes-
Vrday, that
had been holdoreatbaPt.rkoplortiou of the new companies
iumbsirs of their shares
for the purpose ,f t.• e the
market. In one hi-
nge-In,'
stance out of 49 oshares 8 000 were kept back.
00 .
In another, out
of 100,000, ,
10 0000 were kept back, and
in another' out
clear
half of the shares were reserved and
sold out when the ranged high. But the last
statement in this markets
letter is really must extraordinary.
It is stated that in the case of one railway which
is mentioned several thousand pounds were taken out of
the banker's hands to ray th • market, that is to say,
out of the 10 per cent !st by shareholders as de-
posits, money was • - p t.or thewithdrawn purpose of being
invested in the purchase of shares to raise the price

of the scrip.—(llear, 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 am
Tito 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
ere 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.—(Uheers.) 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 should 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 (base 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 Bile have it in their power to dissolve their
company.--(Hear, hear.) I b, lieve 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 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 impossible
for them to do so, because, in the first ph.ce, the original
shareholders 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 rot 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 very 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 depend on future circumstances, but I am now
dea'ing 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 sueli 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-st. ek companies, particularly in reference
to railway companies, and there was an Act
passe d 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 sanc:ion of Par-
liament, that Act requires what is called comp'ete re-
gistration, and until that be done .the power of the di-
rectors is circumscribed. Provisional registration
applies to all companies, but in railway com-
panies complete registration is not necessary,
for the sanction of Parliament stands in place of that.
But then this important question has urs, n in the
country, namely .—W hether 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
when 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 not 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 entertait.ed 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 seeing 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, we would have laid ourselves open to the charge
of having done so prematurely. We do not propose to
throw any arbitrary obstacle in the way of the promotion
of any schemes the: may tie 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 bond fide character. We pro-
pose to bring in an Act of Parliament to provide
that 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 addre's requisition to the directors
or managing committee of the company, requiring them
to call a meeting of the subscribers, for he
purpose of ascertaining their lieWs as to
proceeding with the Bill or giving it 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 met Ling
shall not be packed, as we shall require that the stork
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 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 re-
presented, and should the majority voting shall
consist of three-fifths of the meeting, shall be taken as
decision. In order to prevent the applications of re-
served shares to an undue influence at the meeting, 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 regard to which purchases have taken
place, 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 impossibi.c not to foresee that some time
must 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 House.
It is manifest that many of the parties have a direct in-
terest in passing their Bill into a law. This, I say, is to be
expected under the circumstances. I believe that in-many
cases, if the Bills should receive the sanction of Parlia-
ment, the first thing that would take place afterwards would
b 3 to dissolve the companies, fie' 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
of many of these schemes, is it not, I say, best that they
should not come before Parliament at all ? 'propose that
this shall be remedied by having 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 be
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 as length which
her Majesty's Ministers propose fur their con-
sideration. I presume you are already ac-
quainted with its provisions. I believe there
are many Bills entirely unopposed, and I am
of opinion that many of them might pass without Par-
liament interfering at all, from the very fact of there be
ins no opposition. I believe that many of the Bills will
not be of any public benefit, and the country can sustain
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 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
evidence of the sanction of the scripholders, as
proposed by this Bill, for carrying on the
scheme:, we should not allow them to proceed.
Now, Sir, I admit that this is a subject of the greatest
importance ; but, insulter 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 private capital, and if sanctioned by the House, is

likely to release, for investment in profitable business,
end in other dealings, a vest amount of capital eye(
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, hear.) I commit these resolutions
to the consideration and decision of the House • and
whatever may be the result of that decision, I shall feel
satisfied that her Majesty's Government have do; e their
duty in permitting no time to be lost in 'ringing 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 that
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 a manner hereinafter
mentioned, and comprising the particulars hereinafter ex-
pressed, and stating the following facts, &c :-
1. That a copy of was submitted to the con-
sideration of a meeting of the scripholders of the com-
pany, or (in case of a company already incorporated) of
the shareholders or stockholders of the company, spe-
cially called for that purpose.
2. That such meeting was called by advertisements,
inserted once in each of two consecutive weeks in the
Lawton Gazette (if the railway be an English or 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 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 :—Thai such meeting was con-
stituted of persons producing thereat, scrip or 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 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
whole capital or stock of the company.
5. That at such meeting the Bill was epproved of by
persons producing thereat scrip equal to at least three-
fifths of the total amount of scrip produced at the meet-
ing; or, in the ease of a company already incorporated,
by three-fifths at least of the meeting, the votes being
given and computed according to th 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 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 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 competent 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
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:lime, and place 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 newspapers in
which they were inserted.
3. The names and addresses of the persons producing
scrip at the meeting.
Or, in the case of a company already incorporated :--
The names and addresses of the shareholders or stock-
holders present at the meeting.
4. The denoting numbers, and the amont of the scrip
respectirety produced by the persons so producing the
same at the meeting:—
Or, in the case of a company 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-approval of the
Bill (as the case may be) by the several persons pro-
ducing scrip at the meeting, or by the several share-
holders or stockholders attending the meeting.
6. The total amount of scrip produced at such meet-
ing, and the amount thereof produced 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 pers+aa or by proxy at the
meeting, and the amount thereof so represented by
persons approving of the Bill.
7 The total amount of the capital proposed to be
raissd by the company under the Bill ; or in the case of

a company alreadi, incorporated, the total amount of the
capital or stock of the company.
IV. That 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 verified
by the signature of the Parliamentary agent depositing 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 railway 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 which were waiting for a third reading, and
although he had not the slightest objection to the course
pursued by her Majesty's Government, he coula not help
stating that the promoters of these Bills would be sub-
jected to considerab:e hardship it the resolutions,
as now worded, received the sanction of the
House—for instance, the three Bills to which he had
alluded would be unnecarily retarded. 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 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 referernte 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 order would be the source of vast inconvenience to
all parties. He asked for nothing that was unfair to any
party. But the Hon. 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 consider 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 him to have
a legitimate right to give their Opinions as shareholders
were the persons to a horn the original allotment of
shares was made. There was a gnat facility of giving
annoyance held out by the Right Hon. Baronet to per-
sons who richer had, or represented themselves to have,
some interest as shareholders, and it was only experience
that would make him aware of that circumstance. 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 prepretorswas to be one-third, aid if three-fiftt's of
the meeting wished for a dissolution, the dissolution was
to be carried. How would the Right Hon. Baronet act
if another meeting of one-third of the proprietors were
to be called in another place,and three-fifths of that meet-
ing were to express awl. h to go on with the undertaking?
In conclusion, he trusted that no unnecessary delay
'would be allowed to take place in the passing of Irish
Bills.

Sir ROBERT PEEL could not speak for the House
I of Lords, but he proposed that all Bills before
that House, which stm,cl for the third reading, should
be postponed 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 R. Peel) could only spy that the
latter third of the shareholders, to obviate this difficulty,
should take care to be press nt 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
p at.
or ku -ncdo r naenr
to Victoria-park, there could
that, at the present moment, fronmotH3'dbee.
by the Right
respectable tavern.—(Hear.)
uHneocccoufpiteienddebded,thaatt
tahneycourse
Hon. Baronet was not fair to the country ai. large.
proposed
if
h late mania
themselves to great difficulties int e
that Right lion. Gentleman felt that the. public had sub-
jected
of railway gambling, he might have proposed some
other remedy better calculated to meet these
cases. If he understood the proposition of the
Right lion. Baronet, it was to the effect that if the
holders of one-fifth of the shares in a railway under-
taking should, at a meeting to be advertised, come to
the conclusion that the Bill now before Parliament, to
authorise their trojects should be withdrawn, the Bill
should not then be allowed to be proceeded with ;
but take the case of the representatives of 900,0001.
in a railway company, would it be just or
reasonable that the holders of 180,0001., which was the
fifth of that sum, should be allowed to decide the fate of
the undertaking. The Right Hon. Baronet had very
truly stated that the state of the law on this point
was very uncertain and undefined, and the
oppressions that parties had been subjected to in
consequence of that uncertainty had been very great.
In fact, he had a letter from one gentleman, whose
name he did not think proper to mention, who had ac-
tions commenced against him which would involve
him in expenses amounting to 90,0001. The House would
probably have read the account of the late action of
Wooliner v. Toby—a new trial had been moved for and
obtained, and the consequence would be that most
probably, for the next eighteen months or two
years, the public would be left quite in the dark

as to the real state of the law o- this quefitien
Under tto se te•oiutions no Bid, either English, Irish,
or Scotch, could pass. There would be power
enough to carry the second reading and the Bill
to the Committee, and in that time suffi-
cient expenses might be incurred to ruin a great
many people. Those were considerations which be
would venture to throw out for the consideration of the
RiAht Hon. Gentleman, and he would suggest to him
the propriety of taking steps for facilitating the winding
up of railway companies, as few of the Bills had reached
their second reading.

The SOLICI TOR-GENERAL rose to support the
proposit:ons which had been submitted by his Right Hon.
Friend. The first matter which they had to consider
was. ss hat were the evils which they were seeking to
remedy ? The first great evil was thet which had been
alluded to by his Honourable Friend who had just
addressed the House, that these companies were totally
new insatutions—something which had not before
exist d, and therefore the law respe sting them was
most conet licated. The questions of law which arose
were most embarrassing and difficult, in conse-
quence of the extent of the transactions, and the num-
ber of persons engaged in them. He found,
from the statement which had been rex le to the House,
that the railway Bills which had been passed the year
before last, and last year, would, for their completion
and carrying into effect, require uewarr's ef one buttered
millions. It was the general complaint of the commer-
cial community of this Country, that before these Bilis could
pass into a law, and the greater proportion of capital called in,
the locking up of the deposits would keep out of the circula-
tion of the country a sum amounting to from ten to twelve
millions of money. That would seriously interfere with the
commercial operations of the country, in every one of its
branches. They had heard this from the Noble Lord the
Member for Liverpool, who had presented a petition contain-
ing complaints from Manchester and other parts of the country.
They heard the loud complaints in the City, and in Scotland,
that all commercial operations, large and small, from the
opulent banker to the small tradesman, were depressed to an
alarming degree by the want of that capital which constituted
their means, and which wa' token from their hands and from
the country by the continued deruant's of fitrther oii these
schemes. How was this to be remedied? It had been sug-
gested and urged upon her Majesty's Government when this
state of things was beginning to be felt, before the meeting of
Parliament, that some measures should be adopted for selecting
from the numerous sc homes brought under the attention of the
Legislature those which might seem most necessary and reason-
able. He could not think that those who offered that suggestion had
properly considered the difficulties of selecting from 500 schemes
those which ought to be submitted. When they considered
the numerous grounds and various ingredients which entered
into an inquiry of that kind, as, for instance, which of the
projected lines was the most direct, which passed through
the most populous district., and other investigations
of that nature, it was impossible to go through all these In-
quiries without exercising all the functions delegated to Sub-
Committees. In fact, it was found impossible to make such a
selection. All the commercial men and others who
have given their attention to the subject were unable
to make any practical suggestions that the House could
safely adopt. There were four distinct classes wish whom
they would have to deal. The first class was the provisional
committee, or -directors, or the governing body. The second
class was the original subscribers, who had subscribed the
deed, bat had ceased to possess an interest in the project -
The third class was the holders of scrip ; and t/ se
fourth class those who had given credit to the compa' oy,
and who were creditors in many cases to a large amor int.
They now saw the state in which they were situated. It. was
better that a plan should be submitted which would allow
Parliament to select the best scheme, and this Bill would have
that effect. As he said before, the promoters of many of those
Bills were placed in great difficulty, for there was now no 'means
of dissolving these schemes without the sanction of the m iginal
shareholders, many of whom4sad parted with their mdse. If
there were no means of dissolving those schemes, what would
be the consequence of companies dissolving themselves? If
there was a company—and he was sure a great majority of them
were so—in which the great majority of the direrems were ho nest,
and a great majority of the shareholders were honest, where they
would be willing to dissolve, they were under this diffirmlty,
that they were not legally able to do so, for they were 130und
by their contract deed to carry out such works. They could
not dissolve, they must proceed with the object of those. deeds
or they might be proceeded against by actions in Ch aneery.
they being bound by the various covenants into which they had
entered. He could state on his own knowledge, th ere 'were
many companies who were willing to give up, but for being
so bound ; and they were thus compelled to go into
Committee and incur great expense by employ-
ing engineers and witnesses in the inquiry.
During the prevalence of the wild mania of speculation, cern-•
panies which were supposed to have immense sums of money,.
were projected, the unfortunate speculators in which, by ven-
turing to purchase shares, and by paying the deposes, rendered.
themselves liable for the expenses, and if the Bills should pass,
into law to subsequent calls hereafter, and possibly to the full
amount of the company, or that portion of it for
which they had subscribed their names. In some
150,000 ~ and one company, he knew 200,000 L were paid in
to the Accountant-General, and there . was locked up not
only from general circulation, but beyond the reaclz, as the
law now stood, of those wife!' unate persons who had subscribed
it, who had no power to abolish the company, so that their
money was for ever away from their hands, and was ilobject
to the Act of Parliament being obtained. But it was
evident that three out of four of the Bills before-
Parliament could not, on any reasonable foundation, hope to.
receive the sanction of Parliament. Even if they were well
advised to stop they were unable to do so, or to
obtain their money from the Accountant-General,.
and in the meantime the provisional directors, 10%0
alone had any control over the fund so deposio
were obliged to continue their exertions in the chance of ob-
taining the Bill. Then, again, it was not the rejection of the
Bill that would enable the company to dissolve itself,, and
obtain the money from the Accountant- General. for
distribution amongst the shareholders. The Bill so ight
be rejected, and, although introduced into suce•assive
Parliaments, might not stand the slightest chance of 'success,
but yet in the face of all this the promoters must go on with
the project in the endeavour to get the Bill in a future session.
Still the money was locked up, expenses increased, and there
vas no means of putting an end to them. The law, as his
Hon. Friend stated, gave them co power to disso.ve.
In the existing state of things they would have managing com-
mittee-men bringing actions against allottees and subscribers,
and allottees arid subscribers against committee-men; but in
the present state of the law it was impossible to say whether
these actions would be maintainable or not. There could
be no doubt, however, that these parties 'would go on bringing
actions against each other, the one relying upon the decision of
Wilmer arid Tobin, which he contended was no decision at all,.
for the learned judge pronounced•no opinion upon it, and what
he did ray was incorrectly reported in the newspapers, and
the consequence was that upon the faith of the verdict in th&
case, 300 actions were commenced by three companies alone,.
and the other relying upon the decision of Walstead and Spot-
tiswode. Thus speculation having ended in railway shares.
the parties commenced speculating in actions at law;;
and really in his opinion there would be no end to
the litigation and mischief. That all these evils could be re-
moved by Legislative measures it was in vain to
hope, but he ventured to entertain a strong expec-
tation that if parliament hereafter adopted the Bill
which would be submitted to them by Government,
etimt oet the hodl
e
oaf the subscriptionm
proceeding
reand in the meantime the present resolutions, the evils them-
selves might not indeed altogether be abolished, but they
would at all' events receive a most salutary cheek.---( Hear,
g
hear.) Now, what would this Bill be ? Without going into the
adgli
n number,
g ofdeed
vshareholdersit h at of
n shares
hde the
und e r tton
obtainingakciow ,between
details, he might in a few words possess the House ofthe sub-
fsnaeoecsteine m
stantial parts of the Bill. In the first place power would be
givent
of the Act of Parliament, through the managing'
sciodmermittthee proprietyere,to signing
call
It was proposed, that when the meeting should be convened,
that proper machinery should be provided for taking by proxy,
or personally, the votes of the shareholders, and if they so
choose they might come to the resolution to dissolve the com-
pany at once, the number required to vote for that resolution
being at least three. fifths of the whole. Proper provisions would
also be made to enable trustees and all persons of an official cha-
racter to vote as such meetings, and if the required majority came
to a determination at once to wind their affairs, their concern
would be brought to a termination in the sense' anner as all
partnership concerns were wound up. The directors would
have power of possessing themselves of the funds' of the corn-
! patty, which they would have to dispose of, in the first place, in
the discharge of all I:abilities into which they had entered ;
and, in the second place, they would have to pay the surplus in
a fair proportion to such as were bona fide holders
of shares in the company ; and he had hopes that
there would he large surpluses in most cases. The pro-
posal of the Right Hen. Baronet would create no new liabili-
ties, it would only give relief to suoh as were desirous to re-
lieve themselves from the engagements which they had enteted
into in a time of great excitement.—(Hear, hear.)
The present proposal would involve no new difficulties ;
its only object was to prevent the waste and useless ex-
penditure of the money of the public in foolish undertakings.
It was obvious that some time must elapse before this Bill
could pass, and what was to be done with the three or four
hundred railway Bills now before Parliament, during the few
weeks that must elapse before this Bill could pass into a law.
To let these Bills go on without any check, would be allowing
the evil to go on at the period of time when it was most
pressing • , but, on the other hand, were they to take the course
suggested by his Hon. Friend ? His Hon. Friend suggested
that they should do more than ela,sify these Bills; he proposed
that they should at once suspend all these Bills from
further progress, until some reasonable time should
eltlawp
soeu d forbe better the
to allowin these mi etings to be called at once,
and the Bills to be stopped. In the first place, before theg of this Bill.—( Hear, hear-)
petitions could be framed, it was necessary to have recourse to
serious operation., which were certainly attended with some
difficulty. Most extensive interests were involved
in many of these schemes, and the proprietors,
in some cases, would be compelled to relinquish
their projects without having had any opportunity of express-
lug their assent or dissent. It would, perhaps, be advisable
to postpone the consideration of some of these Bills to a
future period, when sufficient time might be had for the pro-
prietors to decide on the course most prudent to be pursued. It
was
dpedroposed by these resolutions, in case the company
inten to be incorporated, that such meeting
was constituted of persons producing scrip of this
company representing one-third part of the capital proposed to
be raised under this Bill, and it would appear, unless one-fifth
should signify their assent, they would be overborne by the
remaining shareholders. But then the Hen. Gentleman (Mr.
Bernal) asked, would they prcceed on the assent of so small a
number? To that he would reply, that by these resolutions
an opportunity would be given to all the acripholders to come
torwasd to express their sentiments on the, subject. If,
however, four-fifths of them held back, and only one-
fifth came forward, that circumstance proved that it
was a fit Bill to be entertained. No doubt cases might be
cited where four-fifths of the, holders not coming forward
showed an opposition on their part to the Bill, hut they would
have again an opportunity of petitioning against it ; and it was
competent to the Committee afterwards to reject the Bill on
sufficient grounds being shown why they should come to such
a decision. The assent of one-fifth went the length
of inducing them to entertain the 8.11. When they considered
that these resolutions would operate on every Bill, and that no
Bill in the present state of public feeling would be entertained
without a compliance with them, he considered that the most
beneficial results would be the consequence. Various objec-
tions were started, and one with regard to persons who had a
right to interfere, but who, by these resolutions,
would not be enabled to do so. It was only
those who could show that they. had really paid
their deposit who ought to have a voice in assent or dissent at
those meetings. It had been said that they ought not to take
away the right of the original shareholders in voting at
such meetings. He could by no merns agree to
that view of the case. If they hat paid on their shares with
the hitention of becoming bona fide shareholders, if they had
taken up their scrip with the view of becoming investors in the
undertaking, they would have stood by the schemes whether
sue.cesstul or not. The fact of many of the original
shareholders, however, having disposed of their
scrip, they had no interest whatever from the Act cf
sale. If the scheme turned out a beneficial one, it was not