The Sun.
London, England, 1860-11-07 00:00:00

with such words that Tom Tozer's face spoke out;
and though a thorough liar in his heart, he was
not a liar in his face." The articles in this number
of the Cornhill rejoice in titles of singular brevity
—" oratory," " Weather," " Work," " Neigh.
hours," the latter an atnuang sketch, the article on
Work full of truthful and encouraging reflections.
" Oratory" contains some interesting parliamentary
and other anecdotes. The concluding predictions
of "Italy's rival Liborators" were verified 3 ester-
day in the meeting of Victor Emmanuel and Gari-
baldi—" the strangely powerful subject who brings
in hand a contribution of two crowns to the build-
ing up of the nation." The last paper in this num-
ber gives a Roundabout sketch of a Roundabout
Journey, and the first contribution is a beautiful
and pathetic poem of Owen Meredith's—" Last
Words," illustrated by Miliirs. The dying youth
sadly recounts the failure of his young ambition—
" Talk not of genius baffled,
Genius is master of man.
Genius does what it must, and talext
Dotas what it eau."

TSB LIABILITY OF ,c H.9RF,HOLDERS
L TWAT-STOCK BANES.

.foe2iwz thscuilblizetysMinaruk.eht
ißchev
the.
There are few )mercantile
community are more deeply interested than in the
rights and liabilities of shareholders in the Joint-
Stock Banks. It is instructive to trace the devious
course of legislation upon the matter; we propose,
therefore, to give a brief outline of it.
The distress and misery brought upon the coun-
try by the failure of private banks during the
years 1825 and 1826 induced the Government to
interfere to prevent their recurrence. The remedy
proposed was the repeal of the Act of 1708, Which
prevented the formation of banks with more than
six partners. The Government, thereupon, entered
into a correspondence with the Bank of England
relative to the formation of Joint-Stock Banks.
Limiting the liabilities of shareholders by
charters of incorporation, was one of the
conditions proposed. The Bank of England,
jealous of their privileges, refused to support
the' latter measure, but consented to the
former. Accordingly the Act of 7 George IV.,
cap. 46, sanctioning the formation of banks with.
more than six partners was passed, but it merely
made the establishment of joint-stock banks per-
missive. The very loose manner in which the Act
was framed, and the entire absence of all safe-
guards in respect of the interest of the shareholders
as between each other, very soon became apparent.
One glaring defect was, that if a customer of
such banks overdrew his account, he being a share-
holder, no action for the recovery of the amount
overdrawn could be maintained ; so also if an offi-
cer of the bank, being a shareholder, appropriated
any of the monies of the bank improperly to his
own use, he could not be prosecuted. These pal-
pable anomalies rendered it necessary for the Le-
gislature to pass several subsequent Acts all more
or less providing for the omissions, and explaining
away the doubts which arose in the construction of
the Act; but the clause rendering every share-
' holder liable in his individual capacity for all the
debts and liabilities of the bank was on every oc-
casion repeated, it being enacted that such lia-
bility should continue for three years after he
ceased to be a shareholder.
Several attempts were from time to time made to
introduce the doctrine of limiting the liability- of
shareholders in Joint stock Banks, but this inva-
riably failed. It was very reasonably argued that
as the Government had, in respect to the Australian
Bank, sanctioned the limitation of the liability of
shareholders, although their banking transactions
were carried on many thousand miles off, whilst
the executive was in London, it was very unrea-
sonable that banks established on the spot, under a
kind of Government supervision, should be deprived
of a similar benefit, if benefit it is. It was urged.
that what was good for Australia must assuredly
be good for here. Whilst the pertinence of such
reasoning was scarcely contested, the conclusions
were denied, and the Government of the day re-
fused to sanction the introduction ofsuch a measure.
The temporising poliey of Parliament respecting
banking gave rise to Act 7 and 8 Vic., cap. 113.
This statute was passed under the auspices of the late
Sir It. Peel, who introduced two other measures
of a like tendency, Any one might have supposed
that a measure so imposingly brought before Par-
liament would have been perfection itself, seeing
that the master-mind by whom it was inaugurated
was regarded as almost infallible on the subject of
currency and banking. This Act for the first time
introduced several stringent regulations in respect
to the establishment of future banks. All such were
to be incorporated under letters patent from the
Crown, and not otherwise. The minimum amount
of the capital was fixed, as was also the amount of
the shares into which the capital was divided. All
the shares were to be placed, and one-half of every
share of £lOO paid up; but it very soon appeared
that all the provisions intended to protect the pub-
lic would end in affording no protection at all, they
would be nugatory, if not absolutely mischievous.
It soon came to be supposed that a charter of in-
corporation conferred special powers on the cor-
porate body, and that the difference between a
shareholder's liability in an incorporated and in an
unincorporated company was greatly in favour of
the former. This proved a fallacy, and in no in-
stance so glaringly or so disastrously as in the
failure of the Royal British Bank.
We live in times very different from those when
commercial corporations and charters could answer
any good purpose. In our days industry and en-
terprise want no special protection. They merely
want freedom, and, when left to themselves, will
protect themselves. This principle has been solemnly
recognised by Parliament, and every deviation from
it produces mischief. A 3 a proof of the cramping
character of the Act above cited imposing on all
future banks the obligation of being chartered com-
panies, it may be mentioned that only two banks
were formed under its provisions from 1844 to
1854 ; one of these was formed by the conversion
of a private into a Joint-Stock BankAand the other
was the Royal British Bank.
Recent legislation has, however, swept the above
and other Acts from the Statute-book. This was
done on the recommendation of a committee of the
House of Commons. It was not done, however,
without delays and contradictions. The 19 and 20
Vic., cap. 47, passed 14th July, 1856, repeals the
Joint-Stock Companies Act of 1844, and renders
the formation of joint-stock companies, with limited
liability, legal. The Act contains 116 clauses, and,
true to the old prejudice respecting banks, enacts
that nothing in this Act contained shall apply to.
persons associated together for the purposes of
the
banking or insurance. Yet in the following year
20 and 21 Vic., cap. 49, being " ActAn to Amend
was
the Law relating to Banking Companies,"
passed. This Act repeals the Joint-Stock Bank
Act of 1844 ; it also repeals the above clause, so far
as relates to persons associated together for banking
purposes, subject to this proviso, that no existing or
future bank shall be registered as a limited com-
pany.
On the passing o
f this Act, it was naturally
so devious a course of legislation,
supposed that aftert he
unlimited liability of share-
the question of
holders in banks was b
for ever set at rest at not
Act
was
so. The following year, 1858, another
d' expressly to enable banks to be formed with
Passe •-This tinkering of the laws limited liability. relating
to commercial enterprise must naturally tend to
create distrust of the stability of the present law ;
for what is to prevent the Legislature next session
Passing another measure, stultifying the whole of
their preceding Acts? Although we hear of one
or two attempts to form new banks under the
Limited Liability Act, yet up to this time no bank
has absolutely come before the public to test the
question as between limited and unlimited liability.
It is quite true that the is
former most to the
advantage of the shareholders; but whether it will
be equally so to
in a bank, Time,
the great resolver of problems,
must alone decide. Undoubtedly the old law de-
terred many influential and wealthy men from be-
coming directors and shareholders in banks. They
IN ill now be able to do so without that dread of the
consequences which is the result of unlimited.
liability. The fact of 'only one of the existing
English joint-stock banks having registered itself
as a limited bank, is adduced as an argument against
the practical value of the measure; but it must be
borne in mind that there are several embarrassing
regulations embodied in the Joint-Stock Companies
Acts of 1856, which are almost sufficient to deter
existing banks from enrolling themselves under
s those acts. The general condition of thses permis-
sive aes
re-
lating to banking is neither so clear
nor so
all the
of freedom as could be desired..
patching which they have underg
°e more is re-
statutes relating
re-
quired. In fact, the whole of the
to banking ought to be condensed into one plain
act.

ILL-THRIVEN HORSES ANDCATTLE.—III support
of the use of Thorley's condiment in seasoning the food of
live stock, a force a testimony. Tight be adduced sufficient
to sweep before it all opposition ; for the value of cattle
condiment to all those who have old or over-tasked horses
is proved beyond a doubt; to Government, in shipping
surgeons in the
cavalry and other ho
private families
r'
e the ntur 1n g
farmers such are
of those which
cow-
irregularly fed, as
.2.nti. Crimea ; to and
keepers who ha " tlt- itivey ' stock which do not pay
expe.rimental in-
quiry for their keep, or
tto those
_wh. o may wish to make more of
, and this is
w their
h kseotope stock than
c:w.
Ihneysnhoo.wr
t, dtoh,e to veterinary
subject
is,
o ne_
exercise of their profession; and, lastly, to
stands upon a good foundation, inviting
what it
of all interested in its progress •
will doubtless eventually receive.