§ 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——
§ *Mr. SPEAKERThe 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.
§ Mr. SWIFT MacNEILLsaid 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) |
| NOES. | ||
| 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."
§ Mr. LAWSON WALTON (Leeds, S.)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 828 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.
§ Sir ROBERT FINLAYhoped 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.
Mr. BRYNMOR JONESthought the argument that the Bill might be lost was not one which should be addressed to
| AYES. | ||
| 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. |
| NOES. | ||
| 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.