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

But if the bona fide purchaser of fraudulently
i4t ansferre,d and registered shares is to be recognised.
their lawful holder, what is to become of the
nocent holder of those shares out of whose name
they have been wrongfully taken ? Of course he
einnot 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-
hilolder, who never sold though his shares have been
transferred, both to be saved from loss—how are
their interests to be reconciled I To allow both to
stand on the register is impossible, for the legal
power of the company as to the issue of shares is
Of course restricted, and any issue beyond the
'lumber it is' lawfully empowered to issue would .
constitute-an--illegality and a fraud, for which the
directors would at once , become personally liable; :
4 would, moreover, were it legal, be a positive' _
wrong inflicted on the general body of the proprie-
tbrs. In short, that mode of solving the difficulty
iS not to bo thought of.
1 Some people, it seems, suggest, as a means of
spricating 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 objectiott.
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
Oonsolidation Act" does. And here lies a huge legal
absurdity. No sooner do railway companies call
tan
the whole capital of any class of their shares
than they can and do consolidate the shares into
sock, and so get rid of all the trouble and labour
arising out of an infinitesimal splitting up of the
Ppital into shares. But although the Crystal
alace 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
iven, it is quite possible that this fraud might
fiever have been perpetrated ; for, so far from the
qomplication arising out of shares being any pro-
tection to shareholders, the confusion attending
numbers renders the simpler and easier process of
Muck far more protective. But because the one*
act of Parliament was prepared by one lawyer, and
1
this otll3r ',A14.8.§,Dt.11,,r ...11-,Lvu ba'''-----"--1
4--ss-.7Swscre 07 s ts7...tosse pnirs. company
and another public company. One class cast have
As capital in stock ; the other must have it divided
into shares.

4 But except that the calling in of all the shares
would lead to a general overhauling of the share
oertEcates and a comparison between them and the
Share Registsr, 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
uspend all transactions in the company's shares
1r
ntil the directors are brought to a more rational
frame of mind than they appear to be in just now.
1 The fraud arises from their lathes. Of that there
aunot be the slightest doubt. For the loss they,
hen, 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
Oiarket 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 iu 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 be 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 requiresreconsideration. 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
011.—Daily News.

THE DAUGHTER OF A FREMONT ELECTOR MARRIED TO
A NIGGER.—WHAT ARE WE CONIES, TO ?—The following
iFi from a Crawfordsville, Indiana, paper. Read it, and
be astonished :—" The doc:rine that has been so boldly
advocated by the leaders of the Abolition party dnring 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
1 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 tioket, and
qua). The young lady is de-
zegards the negro as hie e
scribed as being extremely beautiful, and but 16 years of
age, while her tiusky lord is blacker than the darkest
midnight."—Nato York; Journal ofOommerce.
MrsTEmons 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
dredgermao. Inspector Menston, 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 „any:. There were twenty-four sovereigns, a 51. Bank
of England note, a return ticket by the Dundee steam-
boat, and silveral letters addressed to Mr. W. Wilson,
No. 6, Victeria-street, Nethergate-street, Dundee, in the
deceased's; pockets. The bady was soon recognised to be
that of Mr. W. Wilson, a respectable merchant of Dun-
dee, who came to London iu the steam-boat from that
town on Friday, and was to have returned in the same
Ivessel to-morrow. Mr. Wilson was about forty years o
age. A silver watch was found in his fob. It had
stopped at twenty minutes past eight. Mr, Evans, the
superintendent of Thames Police, was engaged in making
inquiries into the circumstances when tine report was de.
spatched. ,