The Liverpool Standard and General Commercial Advertiser.
Liverpool, Merseyside, England, 1842-01-28 00:00:00

LIVERPOOL AND MANCHESTER RAILWAY

COMPANY,

The general annual meeting of the shareholders in the
Liverpool and Manchester Railway Company was held on
Wednesday, in the Cotton Sales-rooms, Exchange-buildings,
for the purpose of receiving a statement of the 'receipts and
disbursements for the half-year ending December 31, 1841,
the election of five directors in the place of that number re-
tiring by rotation, and the declaration of a dividend out of
the profits of the undertaking. The meeting was numerously
attended, and the proceedings excited great interest, from
the circumstance of certain charges being alleged against a
part of the board of directors, in a pamphlet circulated
among the proprietors by Captain Laws, the principal ma-
nager of the Manchester and Leeds. Railway. Soon after
one o'clock the proceedings commenced by the chairman of
the board of directors, CHARLES LAWRENCE, Esq., taking
the chair.
Mr. CLAY, clerk to the company, having read the adver-
tisement convening the meeting,
The CHAIRMAN announced that, according to the usual
custom, the proceedings of the day would be commenced by
reading the report.
Mr. BOOTH, the secretary, read the report, which com-
menced by alluding to the existing distress and embarrass-
ment. and to the influence which it had on the concern.

The report included a statement of the accounts, from which
it appeared that the receipts were, for the past half year, in
the coaching department, £80,549 14s. 7d.; merchandise
department, £53,974 19s. ltd. ; coal department, £3006 3s.
4d. ; total, £137,530 17s. 10d. The gross expenditure for
the same period was £70,080 ss. 7d., leaving a nett profit
far the half-year ending 31st Decemer, 1841, of £67,450
12s. 3d. Add to the profit the surplus from the half•lear
ending June, 1841, and the disposable fund is £74,182 95.7 d.
The number of shares entitled to a dividend is 12,090 £lOO

shares. The directors recommend a dividend of £5 per
share, amounting to £60,450. Also the payment of a third
instalment of the reserved interest on 5100 original £lOO
shares, £1 per share, £5,100; and in the 5100 first quarter
shares 2s. per share, £5lO. Total, £66,060; which being
deducted from the available fund as above stated, will leave
a balance of £8,122 9s. 7d. to be carried to the nest half-

year's account.
The report ihen went at exceeding great length into the
history of the negotiation with the Manchester and Leeds
Company touching the junction of the two railways in Man-
chester. The proceedings on the proposal of the Manchester
and Leeds Company relative to a junction over the Manches-
ter and Bolton Railway at Hunt's Br.nk were adverted to;
and it was stated that the terms of the Manchester and Bol-
ton Railway Company llit•ere such that the oompany could
not accede to them without a certainty of very great traffic.
The reasons why the directors disapproved of the junction
by way of Hunt's Bank were set forth, and those which had
induced them to give preference to a connection line
via Store.stLeet. were given. They appealed to the share-
holders to give the subject their calm consideration—to divest
themselves of every preconceived opinion, and to form their
own judgment of the comparative merits of Hunt's Bank and
Store-street as a central station. Store-street, they con-
ceived from the attention which they had been enabled to
give to the subject was likely to go on continually improving
in importance, while Hunt's; Bank, they were of opinion,
would get worse and worse. The report proceeded to show
that the estimates of the Manchester and Leeds Company
were erroneous in several particulars. After adverting to
this subject at great length, the directors alluded to the offer
of the Manchester and Leeds Company to work the Liverpool
and Manchester line, and guarantee the shareholders 10 per
cent. on their capital. This proposal the Law-clerk advised
could not be carried out, as whether it was intended that the
railway should he taken on lease or worked by any other me-
thod the prodeeding would be illegal. If, however, there
were no illegal objection, the difficulty of carrying out such
a project would be insuperable. The directors advised the
the offer altozether. as from their experience in

railways they knew that it would be possible for a party to
pay larger dividends for a few years, and then leave the rail-
way, like an exhausted farm, incapacitated for future profit-

able workini. (Applause.)
Mr. CRawDSON said he was sorry to perceive a particu-
lar clause • inserted in the report, because, as it seemed to
him, it amounted to a complete rejection of the proposal.
The CHAIRMAN begged to be permitted to say a few
words, in the first instance, which would, he believed, be an
answer to what had just fallen from one et the shareholders.
(Hear, hear.) He then spoke as follows :
The report just read by the treasurer, except upon the im-
portant subject of the junction at Hunt's-bank, contains so
little but routine business, that it requires no comment upon
my part. It is so full upon the first point that it would be a
waste of your time to enlarge. I am, however, particularly
instructvl by the directors to state to you, that, though they
do recommend the abandonment of the Hunt's Bank junction,
they request the report may be received, with an understanding
that an early special meeting shall be called to receive your
ultimatum on this subject, and to lay before yon such infor-
mation as they mar be enabled to ,procure respecting the
south line. Their object is evident—namely, to give you
time to consider their report, and only to decide after due
consideration. (Hear, hear.)
A SHAREHOLDER.—But do we not, by the adoption of
the report, sanction the rejection of the proposal?
The CHAIRMAN.—No; the report does not commit you
to anything of the kind. The directors merely tell you what
their recommendations are, and when the next meeting is
convened you will be called upon to decide. (Hear, hear.)

I hope this will satisfy you. '
A SHAREHOLDER.-1. was merely desirous of saying that
before we came to the conclusion that it is illegal to form a
leasing of the line, some other legal opinion should he taken.
For my own part, Ido not think it illegal. It has been done
before, and may be done again.
The CHAIRMAN.—Before requesting you to proceed to the
business for which you have been convened, I am under the
necessity of calling your attention to a publication entitled,
" The Report of the Special Meeting of the Manchester and
Leeds Railway Company," which has been very generally
circulated amongst the proprietors by one of their number, for
the professed object of advocating the junction at Hunt's-
bank, now under consideration. (Hear.) It is a matter of
much regret to me that the author, Captain Laws, has not
contented himself with snpporting the cause of his employ-
ers without condescending to libel the directors of this com-
pany ; for, if the arguments in favour of the junction are so
conclusive, supported also by all the practical information of
the manager of the Leeds Railway, they can require, to aid
of invectives. (Hear, heir.) If, on the contrary, they are
weak and inconclusive, they will gain little strength:by the
use of them. Captain Laws is, however, of a different
opinion, and has made a direct attack upon myself and col-
leagues, for whitt object it is not for me to express an opinion.
I will, however, take the liberty of reading the extract I
complain of from one of his letters. It is as follows ;
conpFainrsytly, the cause of obtaining an act by the Liverpool
) to form a junction. The general feeling is, that
that act was obtained with an optional clause, for no other
reason than to prevent the power falling into other, hands,
and a perfect understanding with the Duke of Bridgewater's
trustees that it should never be acted an. A person less
familiar than yourself with the trade between Liverpool
and the district above alluded to, might naturally ask,
what possible influence could the rival carriers of the Liver-
pool and Manchester company exercise over their proceed-
ings in a matter so importantly involving their interest ? To
such a question, a correct answer would he that with the ex-
ception of the representatives of the Duke ,of Sutherland,
there is not an individual either in the Liverpool and Man-
chester board, or among their law, or other officers, who has
Now a perional interest in that undertaking, to make it an
object with them whether this important means of extending
the interest of the shareholders he made or not ; and as the
identical individuals had, shortly after the question of the
junction was first agitated, (in the session of parliament,
1836, and the arrangement between the Liverpool and Grand
Junction companies was announced in the Grand Junction
half yearly report of August of the same year,) made an
arrangement, as joint directors of the Liverpool and Man
chester and Grand Junction railways, (in the latter of which
they are known to hold very large investments,) by which
the latter company has ever since divides 13 per cent. of the
profits of the former, it is not out of the pale of possibility
that the one arrangement was contingent on the, other; as it
is hardly to be conceived that the clear head to, which the
management of the Duke of Sutherland's property on the
one hand, and the Duke of Bridgewater's Trust on the
other, is intrusted, would have submitted to the arrange.
ment that exists between the same parties goverting the two
railways, giving to the one in which they hold a large stake,
so large a portion of the profits of the other, in which some
of them hold barely sufficient to retain their seats at the
board (small as that is,) without some guarantee that al2t
peared likely to protect, to a certain extent, the important
interest intrusted to his charge."
Now, gentlemen, I have read and re-read this paragraph
until I became weary, but it is in plain English this:—That
those of your directors who are chosen by the proprietors,
not only sacrifice your interests, but actually apply the funds
of this company to increase the dividends of the Grand
Junction—(hear, hear)—whilst Mr. Loch, the director of the
Duke of Sutherland, whose influence could have prevented
this juggle, is induced to connive at it, having been guaran-
teed something for the Duke's Trust, to make it worth his
while. It is not my intention to go further into this publica-
thion, nor to comment on its inconsistencies in lauding Mr.
Loch's integrity, and recommending your deputy-chairman
as the person of all others most worthy the confidence of the
proprietors; but I will read Captain Law's finishing post-
script:—
" If, in discussing this purely public question, I should in
any way have implied individual feeling that might be thought
disrespectful to either of the noblemen, or to any of the
gentlemen who are named or alluded to, I sincerely regret
it ; and beg to disclaim any such intention in commenting
upon what they have done under very conflicting circum-
stances, in their official capacity."
. . .

Now: gentlemen, the few civil expressions contained in
this postscript do not alter the main charge in the slightest
degree. The substantial parts, the fraudulent conduct of
your directors, remains. (Hear, hear.) The assertion of
their innocence against Captain Law's assertions of their
misconduct would prove nothing. It therefore becomes a
duty you, gentlemen, owe to us, as well as your absent
proprietors, to take immediate measures to satisfy your-
selves that the charges are totally unfounded, or to fill our
places with better meu, It is not for me to point out what
course you ought to follow to obtain thit'object. But as my
colleague, Mr. Moss, wishes to make some suggestion, per-
mit me to caution you against delay, or adopting the com-
mon idea of many persons—that "Nobody believes the
charges of Captain Laws." The rank society in which
that gentleman holds, as an officer in the British navy, must
and ought to give weight to any assertion that he makes, and
the hundreds of proxies which have been transmitted at his
call proves the fact, and makes your investigation of his
charges the more imperative. Whilst, on the other hand,
Captain Laws, as a British officer, will feel the necessity of
satisfying you, or whomever you depute, that he had full and
clear evidence, to justify that unqualified attack upon the
honour and honesty of your directors, which I have had the
painful duty of laying before you. (Cheers.)
' Mr. Moss then rose and said—l trust I may be excused
for thus early calling the attention of the meeting to the very
extraordinary position in which 1 feel myself placed as one of
your directors. (Hear, hear.) Without any application
from myself, either directly or indirectly, no less than 261
shareholders have sent me their proxies, and of this large
number, only nine have stated to me how they wish me to
act on their behalf. These proxies appear to have been sent
to me in consequence of a letter from Captain Laws accom-
panying a pamphlet of his, censuring, in no measured terms,
myself and the other directors of this company, whilst it is
only fair to Captain Laws to state that, in the postscript of
his pamphlet, he declares that his observations on the direc-
tors apply to their "official capacity," yet I am of opinion
that if we, as directors, have acted as is represented by Cap-
tab Laws in his letter of 31st October (page 2), it is high
time that we should be removed from the direction, for such
conduct could not be excused on the ground of error in judg-
ment. If all the shareholders in this concern resided in Li-
verpool, I dare say all we directors should be perfectly satis-
fied to let our character and station in life answer the charge
brought against us in Captain Laws' pamphlet ; but the 261
persons whose proxies I hold are almost all distant share-
holders, and they are entitled to be satisfied as well as our
neighbours. In order, therefore, to their satisfaction, as
well as my own, I shall, before I sit down, beg leave to
move —" That a committee of five persons, not shareholders in
the Grand Junction Railway, be now appointed, of which
Captain Laws be one, to make deliberate investigation into
the charges made by him in his letter dated October 31, 1841,
against the parties who made the agreement; and that the
election of directors to replace myself and my four colleagues
who this day go out of office by rotation, be deferred until
that committee have reported—such report to be made to an
adjourned meeting to be held in this place on Wednesday, the
23d February." With this motion it is my intention to
close the few remarks I have yet to trouble you with. (Hear.)
Previous to receiving Capt. Laws' pamphlet, or any of the