The Sun.
London, England, 1856-10-29 00:00:00

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mittee of t7ta Stock .Exch.,
all transactions in their
_.e Crystal Palace Company,
the Directors of that Institution refuse to recognise
the validity of the fraudulent transfers which they
have recorded in their , Register of Shareholders.
This determination will necessarily produce those
explanations as to these frauds which the board of
that Company have far too long delayed. As yet
all that we really know about them with any cer-
tainty are the two or three carefully selected cases
which have been made the basis of Robson's pro-
secution. But the public have been kept studiously
in ignmance Whether all his frauds come under
that class of cases ; what are the total amounts of
the frauds actually perpetrated by that culprit,
and actually registered by the Company ; whether
lie had or had not auy accomplices in or out of the
Crystal Palace Establishment ; how it was he so
long escaped detection, to say nothing of suspicion;
and what the Directors intend to do in the matter
beyond prosecuting their late clerk and agent.
What, it may be asked, have the public to do
with all this ? A very great deal, we reply. The
public are deeply interested in the exposure and
detection of all crimes, but especially of frauds
victimised. The prose-
like this, by which any and every persAi. may be
helplesslycsouteioasnil(y)faßnodbssoonmay
be
very safely left to the
Directors and their lawyers, but the conviction of
that scamp is really the least importantpart of the
matter. We want to know, and we must know,
the whole story—how, in a well-ordered Company,
it was possible he could go on forging and register-
ing in this way. And if the Company were not well
ordered, if proper checks and counter-checks were
not taken against fraudulent transfersiwe•want to
know who is liable for the loss—the Company, the
Directors, or Robson's victims
The Directors refuse to recognise the validity of
the false transfers their clerks registered. But if the
transfers have actually been made on the Register
of Shareholders, inasmuch as it is a book of legal
import, and the foundation of all right of property
in the company, the question is, hovt the directors
can purge that register of the shares they have
transferred out of one name into another f Let us
suppose a case in which, after the fraudulent trans-
fer has been registered in that book, the Shares so
improperly registered have been extracted into the
half-yearly register, to which is affixed, in public
meeting of the shareholders, the public seal of the
corporation. To talk of repudiating the validity
of such a transfer is idle nonsense. •

[PRICE 4D. STAMPED

But if the bona fide purchaser of fraudulently
transferred and registered shares is to be recognised
as their lawful holder, what is to become of the
innocent holder of those shares out of whose name
they have been wrongfully taken? Of course he
cannot be allowed to suffer—that the law will not
permit ; he must be reimbursed, suffer who else
may. .But how are both parties to be indemnified.
—how are the honest buyer and the honest share-
holder, who never sold though his shares have been
transferred, both to be saved from loss—how are
their interests to be reconciled To allow both to
anis restricted,
illegality
lawfully aan empowered
and
d
stand on the register is impossible, for the legal
power of the company as to the issue of shares is
of course
any
fraudiss u,t eof beyoissuend
wh o
the
hhl dee
denoiurnmesctbtioeturrstie
it is
at once become personally liable ;
it would, moreover, were it legal, be a positive
wrong inflicted on the general body of the proprie-
tors. In short, that mode of solving the difficulty
is not to be thought of.

Some people, it seems, suggest, as a means of
extricating all parties from the dilemma, that all
the shares should be called in, to be extinguished,
and the capital consolidated into stock. To this
course there is both a legal and practical objection.
The general Act of Parliament regulating the
Crystal Palace Company does not authorise any
consolidation of the capital of the companies under
its provisions into stock, as the " Railway Clauses
Consolidation Act" does. And here lies a huge legal
absurdity. No sooner do railway companies call
up the whole capital of any class of their shares
than they can and do consolidate the shares into
stock, and so get rid of all the trouble and labour
arising out of an infinitesimal splitting up of the
capital into shares. But although the Crystal
Palace Company called up the entire capital of its
first class of shares at once, because it was obliged
to proceed under another statute, there is no power
to consolidate its shares into stock. Had there
been, it is quite possible that this fraud might
never have been perpetrated ; for, so far from the
complication arising out of shares being any pro-
tection to shareholders, the confusion attending
numbers renders the simpler and easier process of
stock far more protective. But because the one
act of Parliament was prepared by oue lawyer, and
the other act by another lawyer, we have this ridi-
culous discrepancy between one public company
and another.publie company. One class_can have
its capital in stock ; the other must have it divided
into shares.

But except that the ca7ling in of all the shares
would lead to a general overhauling of the share
certificates and a comparison between them and the
Share Register, it would have no practical effect in
solving the present difficulty. And who would like
to trust their share certificates with an office and an
institution in which experience has so disastrously
proved there is so little security for that class of
documents. The course adopted by the committee
of the Stock Exchange is an expedient much more
likely to bring about some settlement ; for it will
suspend all transactions in the company's shares
until the directors are brought to a more rational
frame of mind than they appear to be in just now.
The fraud arises from their lathes. Of that there
cannot be the slightest doubt. For the loss they,
then, are morally responsible. That moral respon-
sibility they ought at once and without any delay
to convert into a legal one; and by purchasing in the
market the proper number of shares, they could
recoup the shareholder out of whose name the
shares tampered with have been improperly trans-
ferred. That is the just and proper solution of the
affair. It is quite idle to suppose that men are to
go on for ever voluntarily assuming the position,
the profit, and the patronage connected with the
direction of public companies, and when any fraud
or loss occurs refusing to bear the responsibility.
Happily in the present case the sum required to re-
place the shares fraudulently transferred and regis-
tered is a very manageable sum, and we invite Mr.
Anderson and his colleagues to set directors gene-
rally a proper example, by at once making good
out of their own pockets the loss which has fallen
on innocent people by their negligence.

To prevent the recurrence of such frauds, the sug-
gestion made yesterday by our intelligent and active
City writer, that on the receipt of deeds of trans-
fer notice should bo at once sent to the sellers of
the transactions they embrace, is one worthy of
the consideration of public companies generally.
It is the practice of the Bank of England on the
sale of Consols and its own stock, and acts very
usefully as a protection. At all events, some checks
must clearly be adopted by companies with limited
liability with a view to verify transfers, otherwise
we shall soon have frauds on a gigantic scale
occurring.
The whole system of registration and transfer in
our judgment requires reconsideration. It is clumsy
and inconvenient. As the case before us shows, it
contains in itself no sufficient protection against
fraud. It is improperly regarded by Boards of
Directors as a department beneath their attention,
as one that may be left to officers only. Of the
registration books there is no sufficient or indepen-
dent audit. In short, the only real security share-
holders have is the honesty of the worst paid clerks
in the whole staff of the company—of clerks too
who, as Robson's career testifies, are exposed to all
the temptations of entering into Stock Exchange
speculations' which they have no capital to carry
on. —Daily News.

THE DAUGHTER OP A FREMONT ELECTOR MARRIED TO
A NIGGER.—WHAT ARE TYE COMING TO 4—The following
is from a Crawfordsville, Indiana, paper. Read it, and
be astonished :—" The doctrine that has been so boldly
advocated by the leaders of the Abolition party during the
last year, that a negro was as good as a white man,' has
become, with the majority of the members of that party,
a fixed fact. No longer than last week a man residing in
the vicinity of Oberlin College, in the State of Ohio, gave
his only daughter in marriage to a sooty African who had
been educated at this Abolition institute. This man, we
understand, is a State elector on the Fremont ticket, and
regards the negro as his equal. The young lady is de-
scribed as being extremely beautiful, and but 16 years of
age, while her dusky lord is blacker than the darkest,
raidoigho—New York Journal of Commerce.
MYSTERIOUS DEATH.—Yesterday morning at ten, the
body of a gentleman was found in the river off Irongate-
stairs, Tower, and immediately hauled on shore by a
slredgerman. Inspector Meoston, of the Thames police,
and his boat's crew, were immediately afterwards on the
spot, and removed the body to the dead house in the
Tower of London. The inspector took possession of the
deceased's papers and money, and made an inventory of
the same. There were twenty-four sovereigns, a 51. Bank
of England note, a return ticket by the Dundee steam-
boat, and several letters addressed to Mr. W. Wilson,
No. 6, Victoria-street, Nethergate-street, Dundee, in the
deceased's pockets. The body was soon recognised to be
that of Mr. W. Wilson, a respectable merchant of Dun-
dee, who came to Londou in the steam-boat from that
town on Friday, and was to have returned in the same
vessel to-morrow, Mr. Wilson was about forty years o
age. A eilver watch was found in his fob. It had
stopped at twenty minntea east eight. Mr. Evans, the
superintendent of Thames Police, was engaged in making
inquiries into the circumstances when this report WAS de•
seatclwd,