The Liverpool Standard and General Commercial Advertiser.
Liverpool, Merseyside, England, 1846-08-25 00:00:00

ave furnished'in answer, that is, tilt
per annum paid to the shareowners

and only 10s

per cent. per annum from the carriage of goons.
But, it may be asked, were these Directors driven into such
a desperate course, while theY had an income of per cent.
per annum, independent of any goods at all, and with an in-
crease of income last year of .t-22,000 over the previous year,
even under the intensity of this much-feared competition—it
may be asked, we say, were they driven into such a position
to be constrained to take these ,canals into partnership?
answer one would expect from any sane man would
patically, " No," but the panne'
compared with the terms of I.l'
no more than 34 -

p. is

earning
partner

,_. —...., iL . pruposea to take lint
a railitay earning 6 per cent. per annum, on
We know our readers win have some difficußy
,lie statement ; but, in truth, this was not the only
concessionrto be made to accomplish this desirab! partnership.
The proprietors of the canal were to receive their proportion
of any new stock treated by the Railway Company, and .tl5
out of each „i `,*s share (of which shares there are 28,000) were
to be cancelled at par, notwithstanding that the stock in the
railway, at tie titre the provisional arrangement was made,
Was at 65 per cent. premiun in the market I The effect of an

equitable agreement would have been to divide any increased
income in an equal per centage betwixt the two parties, and of
course to raise the price of each of the respective stocks by the
same amount. Now, mark the result. Had this Amalgama-
tion Bill passed, the next day the .tlOO stock in the canal would
have been worth .tl5O, or about 45 per cent. more than before
the bargain was contemplated ; while the railway shares, had
the Bill been carried, instead :of being raised (as they should
have been by the arraneement. if a iust one) 45 ner cent..

a difference in the comparative value of the railway and cans
stock, before and after the arrangement, of more than 50 ix
cent. in favour of the canal.
We have some doubt whether hut

n folly was ever carried

then, they never did calculate upon the shareowners generally
assenting to the bargain. No ! It will be seen from the cir-

cular that it was to a few special friends that they trusted to
accomplish that object. Well, but, it will be said, the share-
holders have thrown the Bill out, and there is an end of the
matter. By no means. These Directors are bound, by a point
of honour, to carry out this arrangement •; they are not to be
obstructed in their course by such trifling obstacles as a
solemn decision of the two Houses of Parliament, or the want
of ilonsent of the partners—the shareowners. No; after the
large sums of the shareholders' money which the Directors

are again called upon to spend large sums to arrest theie
traordinary Directors in their extraordinary doings.
Truly there is much to be done in railway legislation, before

railway property is safe. But we shall have no faith hi law nr
in equity if these men cannot be constrained, by the one or
the other, to pay the whole of the expenses incurred on both
sides, both in and out of Parliament ; and if we mistake not
the character of the men of Manchester, they will teach these
.veral directors a lesson that will not speedily be forgotten by railway

EDINBUItC4EI AND GLASGOW RAILWAY.
THE DIRECTORS AND THE SHAREHOLDERS

(Prom the Scottish Railway Gazette.)
TILERE has been for some time, amongst a large
d influential body of the Shareholders of the Edinburgh
and Glasgow Railway Company, a growing feeling of disatisfac-
tion with the conduct and policy pursued by the present Direc-
tors, which has at length burst forth into open reprobation of
their proceedines and arr.-wpm/nits WA must hnnnc+l nn„

fess that we do not wonder at this result. The Directors—or at
all events a decided majority of them—appear to have hitherto
proceeded as if they had no common interest with their con-
stituency. They have not heiitated to attempt what the latter
regard as the almost total sacrifice of their property—not only
without consulting them, but in the teeth•of their most deter-

mined reclamations. Tliis has .been their general course: in-
dividual directors have acted not less unworthily. One gen-
tleman in the direction, but a very small shareholder, openly
appeared at a public meeting and avowed objects diametrically
opposed to the pecuniary interests of the Company. It is im-
possible, of course, to repose confidence in a body constituted
of such materials. Besides, it is felt that the line has never
been properly managed; that, after many years' struggling, it
has been made to yield a dividend of only .t'6 per cent., instead
of at least £8 if not .eIO per cent., being undoubtedly one of
the best undertakings in the country, if its natural resources
were fully developed and called into 'play. They have allowed
rivals and competitors to start up an every side; and when the
ground was thus pre-occupied, they have come forward to con-
test it at an enormous expense, and, instead of proposing te►-

erms
at, the most seasonable moment, have de!ayed arrangements

Lying s

°um nave oeen within their immediate control and command
-but, indulging in a wide monopolising and speculative spirit,
tev have Waved with the nronertv of the Sharehnlilarc

an extent, that they hardlyicrlew the amount of their liabilities
when the current session of parliament opened. And, so far
as the public is concerned, it cannot be concealed that they
have brought the company into general odium, by a system of

narrow, short-sighted, injurious, and expensive paisimony,
which has led to more evil and mischiefs than they are ever
likely to counteractor redeem. In saying. these things, we do
not express our own individual opinions simply, but rather re-
echo the universal sentiments of the Shareholders, whose mag-
nificent property- they have trifled with—we shall not say with
any bad or corrupt intention, but certainly with a degree of
judicial blindness unparalleled in the history of railway man-
agerr cnt.

-For some years we were led to suppose, by the silence of the
shareholders, that they fully approved of the system pursued by
the directors; and, of course, so long as they remained
quiescent, no other party had a right to interfere on their be-
half. About twelve months ago, however, we were led to per-
ceive that they were neither ignorant nor unobservant of the
conduct of the directors, and its injurious effects,—" a change
had come o'er the spirit of their dream," and a deputation of
+h. c--•?-.1

tine zngnsn shareholders arrived in Scotland with the express
object of enforcing a thorough change of the system and the
personnel of the direction. That deputation went over the
whole details of the concern, and they were fully satisfied that

nothing but "a clean sweep" would restore'matters-ii;ii
healthy state. They were induced, however, from the pacific
and repentant spirit displayed by the directors, to anticipate
that some slight change would be sufficient in the meantime ;
and, accordingly, they merely insisted on three English gentle.
men being adopted into the direction. Last spring this change
was made, but it seems to have brought no improvement,—at
least the shareholders conceive that since that period they have

had still more reason to complain of and condemn the system
which has been pursued—and the total disregard of their rights
and interests as proprietors of the railway.
The principal charge against the directors brought by the
shareholders—all others being naturally looked upon as quite
secondary—relates to their attempt to complete an amlgama-
tion of the railway with the Forth and Clyde and Union Canals
on equal terms. We need scarcely go over the history of the
'otest be+•- •t' it

cone _.etween Ae railway and canals ;—it is enough to state
that, after vainly endeavouring to protract the war of compe-
tition, the canal proprietors found their property scarcely
worth preserving—the Forth and Clyde yielding about
four per cent., and the Union nil. All this time the
returns of the railway were rapidly rising, particularly from
the passenger traffic. Indeed, it is one of the proofs of their
imbecile management of the railway that the directors did not

.vns usu enmuceu in aeepiug WWII rue canals, either by ami-
cable arrangements, or by properly conducted competition.
But, be this as it may, it turns out that just when the prospects
of the canals were at their very lowest, the directors of the
railway suddenly receive them with open arms—taking them
into partnership, not on equal terms simply, but actually con-
verting the capital of the canals, paying .E 4 per cent (rapidly
tumbling down) into capital of the railway, paying per
cent.—and likely to pay .t-7 per cent., (even under gross mis-
management)—thus literally presenting to the Canal Compa-
nies a bonus of -,*50 per cent. for allowing their property to be
preserved, instead of being destroyed altogether ;—a result
which the natural progress of the railway would have brought
about in no long time. The canals, too, were to participate in
all new shares issued by the railway company; and here a
great injustice—something like robbery—was attempted on
the holders of the half-shares, by reducing them to .elO shares,
although bought and sold in the market at .t'ls premium. On
this point there can be but one opinion ; and it is truly matter
of astonishment to us that such an attempt, involving a breach
of contract, should have ever been dreamt of by men in their
senses. These various arrangements, we are assured by the
Manchester and Liverpool shareholders, were adopted at a
meeting without due intimation—proxies for which were sur-
reptitiously obtained by the directors. Of this latter allegation
we can say nothing ; we cannot allow ourselves to give it any
credit, however distinctly asserted ; for we believe the direc-
tors to be perfectly honourable men, and we have no desire to
prejudice them in the estimation of the public. But this mat-
ter must assuredly be explained ; and till the opportunity of
doing so occurs, we shall content ourselves with merely allud-
ing to this grave accusation.

row, although there can be hardly any doubt that the amal-
gamation with the canals was altogether inequitable as regards
the railway, it must be remembered, in justice to the directqrs,
we are bound from our impartial position, to statethe fact—that
the terms were dictated by certain arbitrators chosen by the res-
pective parties, and thus far a part of the responsibility is shifted
to the shoulders of the latter. But it is fairly considered that
the directors had the power, which they must and ought to have
exercised, to declare on what principles the reference should
proceed; and really, therefore, the blame of its injustice must
equally fall upon them as iethey had arranged the details.
This question, however, does not affect the interest at stake—
the plain fact being that, however brought about, an arrange
ment was entered into by which the railway proprietors were
to be deprived of a great portion of the property which their
capital and enterprise had acquired for them, after years of
hazard, anxiety, and labour.

The director's, however, might have even now been enabled
to satisfy the shareholders to some extent. The amalgamation
having been defeated by the efforts of the shareholders, the di-

the obnoxious scheme, seeing that they were not sup-ported by
their constituents. But it appears they still insist on carrying
it into effect in the face of the determined opposition of the
shareholders. Such conduct certainly is indefensible; and we
are not surprised that it should be resented by the shareholders
as a measure fatally inimical to their interests. The latter have
held several meetings in Liverpool and Manchester, and they

seem resolved to take effectual Means to prevent the'aiienatiori
of their property, and to place it upon a better footing for the
future. In our present number will be found a lengthened re-
port of one of these meetings, the proceedings at which, we un-
derstand, virtually represent the views and wishes of at least

four-fifths of the Proprietary. The questions-4—iZe
will be decided at the meeting about to be held in Glasgow;
and we need not, therefore recommend the subject to the

,vo.luerarion or all the shareholders.
The conduct of the Edinburgh and Glasgow Directors
towards the Caledonian by all contiguous Lines is forcibly
stated in the following memorandum, which we have received
from authority.

The Scottish Central and Caledonian Railway Companies
were formed, and issued their prospectuses, in the spring of
11444. nPnriv

u.mucuubly i arm tile .Lunitnirgh and Glasgolv
Board of Directors commenced the most inveterate hostility
and opposition to both from the very announcement of the
prjects. _

The projectors of the Caledonian, ha
issuing of their prospectus, made a dir

previous to the

..a
onlantraffic direct north on to the Edinburgh and Glasgow
Line at, or near, Castle C*; so that all traffic of the Caledo-
nian from, or to, Edinbu" 'and Glasgow, would have to pass
along the Edinburgh and Glasgow Railway for a distance Of,
about twenty miles. Both nartips WPrP than in I

tor of that Company, but the offer WasTUCli
them, though the only stipulation was a

Both the Scottish Central and the Caledonian Companies
went to Parliament in 1845, and obtained their bills in spite of
the most protracted and costly opposition by the Edinburgh
and Glasgow Board before both Houses of Parliament.
In the summer of 1845 the Caledonian Company applied to
the Edinburgh and Glasgow Board, without success, to be al-
lowed to connect their Line near, its entrance
.into Edinburgh
by a short Branch, So as to enable their traffic to pass down
the Extension of the Edinburgh and Glasgow Line, through
the Princes-street Gardens, to the terminus of the Leith and
Granton Railway ; and to be allowed rates, somewhat less than
their six-mile clause, for that distance. The Caledonian Com-
pany, failing
Granton. in this, projected their Independent Branch to
The Edinburgh and Glasgow Directors, during the summer
of 1845, held the argument that theirs was an East and West
traffic, and should not be interfered with by any other Com-
pany. In this the Caledonian Company acquiesced, stipulating
for the same terms for their traffie from the North and South ;
'__-.t the - -

bu, zormer soon becarnea— ----
gFressors, and seduced from
the offer of
their connexion with the Caledonian Company, by

. „
6ual autvca, wishaw ann Coultness Company and the
Scottish Central Company, both of which are North and South
Lines, and necessary to. and

.... .raceu in, tne t..ale111)111/1.11
scheme as sanctioned by Parliament; however none of those
ruinous guarantees of the Edinburgh and Glasgow Board have
been sanctioned by Parliament, and they can yet be prevented
by the Shareholders.

m and Ayr Con

been forced