HC Deb 06 August 1900 vol 87 cc825-31

Motion made, and Question proposed, "That the Lords Amendments be now considered."

Mr. SWIFT MACNEILL moved that the Lords Amendments be considered that day three months. He did not want to trouble their Lordships to consider the Bill any further. They had been considering the Bill for five years. A promise was made by this Government when it came into power, in 1895, that there should be a drastic amendment of the Companies Acts. The Chancellor of the Exchequer, speaking in January, 1896, stated that fraud had become rampant and that he was sorry there was very great difficult——


The hon. Member can only discuss this Bill from the point of view of the Amendments by the Lords. He cannot discuss the general principle of the Bill, or those parts of it that both Houses are agreed on.


said he had that in view. The Companies Bill had been mentioned in every Queen's Speech since the present Ministry came into power. Many of the Amendments which had been introduced in the House of Lords were Amendments which had been cut out in the House of Commons before. These Amendments were introduced at a time when it was practically impossible to disagree with them without destroying the Bill. The Government had treated the House very badly in this matter' as the Bill, although the first promised in the Queen's Speech, was not introduced until late in the session, with the result that they now had to accept an emasculated measure.

Amendment proposed— To leave out the word 'now,' and at the end of the Question to and the words 'upon this day three months.' "—(Mr. MacNeill.)

Question put, "That the word 'now' stand part of the Question."

The House divided:—Ayes, 127; Noes, 23. (Division List No. 288.)

Flannery, Sir Fortescue Lucas-Shadwell, William Robson, William Snowdon
Foster, Colonel (Lancaster) Macartney, W. G. Ellison Royds, Clement Molyneux
Foster, Sir Walter (Derby Co.) Maclure, Sir John William Russell, T. W. (Tyrone)
Giles, Charles Tyrrell M'Arthur, Charles (Liverpool) Sandys, Lieut.-Col. Thos. Myles
Gordon, Hon. John Edward M'Arthur, Wm. (Cornwall) Sharpe, William Edward T.
Gorst, Rt. Hn. Sir John Eldon M'Ewan, William Sinclair, Capt. J.(Forfarshire)
Goschen, Rt. Hn. G. J. (St.Geo.'s Malcolm, Ian Smith, J. Parker (Lanarks)
Greene, Henry D. (Shrewsbury) Maple, Sir John Blundell Soames, Arthur Wellesley
Haldane, Richard Burdon Maxwell, Rt. Hon. Sir H. E. Stanley, Hn. Arthur(Ormskirk
Halsey, Thomas Frederick Morrison, Jas. A. (Wilts, S.) Stanley, Edw. Jas. (Somerset)'
Hanbury, Rt. Hn. Robert Wm. Morton, Arthur H. A. (Deptf'd) Steadman, William Charles
Hayne, Rt. Hon Charles Seale Murray, Rt Hn A Graham(Bute) Stephens, Henry Charles
Heath, James Murray, Charles J. (Coventry) Stirling-Maxwell, Sir John M..
Houston, R. P. Murray, Col. Wyndham(Bath) Thomas, David A. (Merthyr)
Howard, Joseph Newdigate, Francis Alexander Thornton, Percy M.
Hudson, George Bickersteth O'Connor, Arthur (Donegal) Tomlinson, W. E. Murray
Hutton, John (Yorks., N.R.) Palmer, Sir C. M. (Durham) Tritton, Charles Ernest
Jacoby, James Alfred Percy, Earl Ure, Alexander
Jones, D. Brynmor (Swansea) Phillpotts, Captain Arthur Vincent, Col Sir CEH (Sheffield)
Keswick, William Pickersgill, Edward Hare Wallace, Robert
Laurie, Lieut.-General Pierpoint, Robert Walton, John L. (Leeds, S.)
Lawrence, W. F. (Liverpool) Provand, Andrew Dryburgh Welby, Lt-Col A. C. E. (Taunton
Leigh-Bennett, Henry Currie Pryce-Jones, Lt.-Col. Edward Williams, J. Powell- (Birm.)
Llewelyn, Sir Dillwyn-(Sw'ns'a Purvis, Robert Wilson, Todd, Wm. H. (Yorks.
Lockwood, Lt.-Col. A. R. Ridley, Rt. Hn. Sir Matthew W. Wyndham, George
Lonsdale, John Brownlee Ritchie, Rt. Hon. Charles T.
Lowe, Francis William Roberts, John Bryn (Eifion) TELLERS FOR THE AYES—
Lowles, John Robertson, Edmund (Dundee) Sir William Walrond and Mr. Anstruther.
Lowther, Rt. Hon. J. (Kent) Robertson, Herbert (Hackney)
Abraham, William (Cork, N. E.) Hazell, Walter O'Connor, T. P. (Liverpool)
Austin, M. (Limerick, W.) Jones, W. (Carnarvonshire) Stanhope, Hon. Philip J.
Blake, Edward Lawson, Sir W. (Cumberland) Sullivan, Donal (Westmeath)
Broadhurst, Henry Lloyd-George, David Tanner, Charles Kearns
Cawley, Frederick MacDonnell, Dr. M. A.(Qn'sC.) Whiteley, George (Stockport)
Crilly, Daniel Molloy, Bernard Charles
Doogan, P. C. Morton, E. J. C. (Devonport) TELLERS FOR THE NOES—
Edwards, Owen Morgan O'Brien, Patrick (Kilkenny) Mr. MacNeill and Mr. Havelock Wilson.
Griffith, Ellis J. O'Connor, James (Wicklow, W

Main Question put, and agreed to.

Lords Amendments considered.

Lords Amendments as far as the Amendment in page 6, line 18, agreed to.

Lords Amendment, in page 6, line 18 (leave out from "any," to the first "and" in line 20), read a second time.

Question proposed, "That this House doth agree with the Lords in the said Amendment."


said that this Amendment raised a point of some little importance. The clause was inserted in Committee to meet the case of a company some portion of the capital and control of which was in the hands of persons holding founders' and management shares. The object of the clause was to ensure that the prospectus would bring to the attention of the intending subscriber information as to the extent of the control over the company's business, and as to the extent of the interest in the company's property and profits possessed by the holders of these founders' shares. The Lords had allowed the provision relating, to the latter point to remain, but for some inexplicable reason they had deleted that portion off the clause relating to the extent of the control. Therefore, while the less important element survived, the more important was struck out; but he did not think the Lords would have done that if they had known the arguments by which the provision was supported. The task imposed upon directors by the clause was not a very heavy one, as the section would be entirely complied with by saying the number of founders' shares was 100 or 150, the holders of which were entitled to nominate three members of the board, and to divide the profits after the payment of 6 per cent. He hoped the Government would disagree with this, Amendment.


hoped the hon. and learned Member would not take a course which, if successful, at the present period of the session, might have the result of endangering the passage of the Bill. Reference had been made to the fact that holders of founders' shares very often received quite an exceptional proportion of the profits of a company. That, however, was provided for by the Bill as it stood, because the prospectus had to state the nature and extent of the interest of holders of founders' shares in the property and profit of a company. The reason for striking out the other portion of the clause was simply that it was not desirable to overload the prospectus with too many particulars. He referred the hon. and learned Member, who had said it was not necessary to state in detail the nature of the control, to the words of the clause which specified that a prospectus was to supply particulars of the control exercised by such holders. It was easy to say that the power of nominating three directors could be stated in a line, but very often there was considerable detail as to the nature of the control which the holders of these shares had over a company, and to set out all that detail might require a very lengthy paragraph. Moreover, the information as to control could be obtained by a reference to the Articles of Association. He therefore hoped the Lords Amendment would be agreed to.


thought the argument that the Bill might be lost was not one which should be addressed to

Arnold, Alfred Clare, Octavius Leigh Heath, James
Ashmead-Bartlett, Sir Ellis Col lings, Rt. Hon. Jesse Houston, R. P.
Atkinson, Rt. Hon. John Colomb, Sir John Charles R. Hudson, George Bickersteth
Balcarres, Lord Cox, Irwin Edward B. Hutton, John (Yorks., N.R.)
Balfour, Rt. Hon. A. J. (Manech'r Curzon, Viscount Laurie, Lieut.-General
Balfour, Rt. Hn. G. W. (Leeds Davies, Sir H. D. (Chatham) Lawrence, Wm. F.(Liverpool)
Barnes, Frederic Gorell Douglas, Rt. Hon. A. Akers Leigh-Bennett, Henry Currie
Beach, Rt. Hn. Sir M. H. (Bristol Egerton, Hon. A. de Tatton Llewelyn, Sir Dillwyn (Swan.)
Bhownaggree, Sir M. M. Faber, George Denison Lockwood, Lt.-Col. A. R.
Blundell, Colonel Henry Field, Admiral (Eastbourne) Lonsdale, John Brownlee
Bowles, T. G. (King's Lynn) Finlay, Sir Robert Bannatyne Lowe, Francis William
Brassey, Albert Firbank, Joseph Thomas Lowles, John
Brodrick, Rt. Hon. St. John Fisher, William Hayes Lucas-Shadwell, William
Burdett-Coutts, W. Flannery, Sir Fortescue Macartney, W. G. Ellison
Butcher, John George Foster, Colonel (Lancaster) Maclure, Sir John William
Carson, Rt. Hon. Sir Edw. H. Giles, Charles Tyrrell M'Arthur, Charles (Liverpool)
Cavendish, V. C. W (Derbyshire Gordon, Hon. John Edward Malcolm, Ian
Cecil, Evelyn (Hertford, E.) Gorst, Rt. Hon. Sir John Eidon Maple, Sir John Blundell
Cecil, Lord H. (Greenwich) Goschen, Rt. Hn. G. J. (St.Geo.'s Maxwell, Rt. Hn. Sir Herbert E.
Chamberlain, Rt. Hn. J.(Birm. Greene, H. D. (Shrewsbury) Morrison, James A. (Wilts., S.)
Chamberlain, J Austen (Worc'r Halsey, Thomas Frederick Morton, Arthur H. A. (Deptford
Chaplin, Rt. Hon Henry Hanbury, Rt. Hn. Robert Wm. Murray, Rt. Hon. A. G. (Bute)

those who had been critics of the measure. The Government were responsible for not introducing the Bill earlier, and there certainly had been no disposition on the part of the Opposition to delay its passage. The substance of the reply of the Attorney General with regard to this particular Amendment was simply that the prospectus might be lengthened if this information was required to be given. He, however, was not appalled by that prospect. The subsidiary clauses in the agreements between the promoters of a company and the persons taking founders' or management shares were the very things the supporters of this clause desired to strike at. It was not sufficient for the intending subscriber to know the nature and extent of the interest of such holders in the property and profit of a company. That information could be obtained in many ways. The public desired to know what were the secret bargains that were being made, so that they might not be induced to subscribe for shares on a prospectus that concealed agreements between the promoters of a company and the holders of management or founders' shares, which might be of vital importance to the successful carrying on of the undertaking. The clause would be an infinitely better one if the words struck out by the Lords were retained, and ho hoped the Amendment would be disagreed with.

Question put.

The House divided:—Ayes, 93; Noes,57. (Division List No. 289.)

Murray, Charles J. (Coventry) Royds, Clement Molyneux Tomlinson, Wm. Edw. Murray
Newdigate, Francis Alexander Russell, T. W. (Tyrone) Tritton, Charles Ernest
Percy, Earl Sandys, Lt.-Col. Thomas Myles Vincent, Col. Sir CEH(Sheffield
Phillpotts, Captain Arthur Sharpe, William Edward T. Welby, Lt.-Col. A.C.E (Taunt'n
Pierpoint, Robert Smith, Abel H. (Christchurch) Williams, J. Powell (Birm.)
Pryce-Jones, Lt.-Col. Edward Smith, J. Parker (Lanarks.) Wilson-Todd, Wm. H. (Yorks.)
Purvis, Robert Stanley, Hon Arthur (Ormskirk Wyndham, George
Ridley, Rt. Hon. Sir M. W. Stanley, Edward Jas(Somerset) TELLERS FOR THE AYES—
Ritchie, Rt. Hn. Chas. Thomson Stirling-Maxwell, Sir John M. Sir William Walrond and Mr. Anstruther.
Robertson, Herbert (Hackney) Thornton, Percy M.
Abraham, Wm. (Cork, N.E.) Griffith, Ellis J. Pickersgill, Edward Hare
Asquith, Rt. Hn. Herbert H. Hayne, Rt. Hn. Charles Seale Provand, Andrew Dry burgh
Austin, M. (Limerick, W.) Hazell, Walter Roberts, John Bryn (Eifion)
Bramsdon, Thomas Arthur Jacoby, James Alfred Robson, William Snowdon
Brigg, John Jones, William (Carnarvonsh.) Sinclair, Capt John (Forfarshire
Broadhurst, Henry Lawson, Sir W. (Cumb'land) Soames, Arthur Wellesley
Burns, John Lloyd-George, David Stanhope, Hon. Philip J.
Burt, Thomas MacDonnell, Dr. M. A (Qn's Co. Steadman, William Charles
Caldwell, James MacNeill, J. Gordon Swift Stephens, Henry Charles
Cameron, Robert (Durham) M'Arthur, William (Cornwall) Sullivan, Donal (Westmeath)
Cawley, Frederick M'Ewan, William Tanner, Charles Kearns
Channing, Francis Allston M'Leod, John Thomas, David A. (Merthyr)
Cohen, Benjamin Louis Maddison, Fred. Ure, Alexander
Crilly, Daniel Mather, William Wallace, Robert
Curran, Thomas (Sligo, S.) Molloy, Bernard Charles Whiteley, George (Stockport)
Dalziel, James Henry Morton, E. J. C. (Devonport) Wilson, Henry J.(York, W.R.)
Denny, Colonel O'Brien, Patrick (Kilkenny) Wilson, Jos. H. (Middlesbrough
Doogan, P. C. O'Connor, Arthur (Donegal) TELLERS FOR THE NOES—
Edwards, Owen Morgan O'Connor, James(Wicklow, W. Mr. Lawson Walton and Mr. Brynmor Jones.
Foster, Sir W. (Derby Co.) O'Connor, T. P (Liverpool)

Subsequent Amendments agreed to.