The EARL of DALHOUSIE
moved the Second Reading of the Bill for facilitating the Dissolution of certain Railway Companies. He proposed an alteration in one of the clauses of the Bill regulating the scale of voting, it having been found that the adoption of a scale, as in the Joint Stock Companies Act, would disturb the proportion which was required, and would put those who had a large number of shares at a great disadvantage as compared with those who held a smaller number of shares. The alteration proposed would give a vote to every share.
did not intend to offer any opposition to the second reading; 1150 but he begged, before going into Committee, to draw the attention of the noble Earl to the 17th Clause, which seemed to give a very arbitrary power to the chairman of a railway committee, a power which was very likely to be abused. It was provided in this clause that the chairman should sign the minutes of proceedings; that these should be inserted in the London Gazette; and that that insertion should be held as conclusive proof of everything stated in the minutes being strictly and literally true. Now, it might happen that a majority of shareholders having decided against a railway in which the chairman of the committee to which the project was submitted was interested, the minutes might be worded to represent the reverse as the fact; these might be signed, and appear in the Gazette. It might also happen that a chairman of committee, desirous to wind up a company under the Law of Bankruptcy, instead of under the Joint Stock Act, would sign minutes to the effect that such was the wish of the majority of the shareholders; and in either of these cases there was no redress, no appeal. It certainly was stated that any person who knowingly inserted that which was false in the Gazette should be liable to punishment; but still, a speculator, to gain his end, might run the risk of a few weeks' imprisonment in Newgate; and even should he be punished, the injured shareholders would obtain no redress. Some tribunal should be appointed to examine and to certify to the correctness of the minutes before their publication in the Gazette, and the decision might then safely be held as conclusive; but as the Bill at present stood, they gave most arbitrary power, and they were opening the door to what, as it might prove, was gross oppression and injustice.
§ LORD WHARNCLIFFE
was understood to inquire whether the Bill contained any limitation as to the time of its operation. In reference to the 19th Clause, by which it was provided that Parliament should require from the parties promoting these Bills a return of the number of shares that had been issued, he thought that it would be extremely difficult to comply with that requirement. The governing body, in these cases, was presumed to issue the whole amount of the shares; but it was notorious that, in many cases, they had not done so; and he believed there were no means of ascertaining, in most of these cases, to what extent the shares had been issued.
The EARL of DALHOUSIE
thought it 1151 quite right to state, in respect to the observation of his noble Friend who had just sat down, that the Bill, as it stood at present, contained no limitation of its operation in respect of time. Upon consideration, it had appeared that it would perhaps he better, upon the whole, to limit its operation to two years, to be then renewed, if it should be found at that time to have answered the expectations that were now entertained of it. The other point to which his noble Friend had alluded, the registration of the shares that had been issued, would unquestionably be desirable, if it could be carried into effect. The intention of the Joint Stock Companies Act, passed two years ago, was to secure for the public, as much as possible, a full knowledge of the concerns of any company which was in the act of associating itself for joint-stock purposes, and to require the directors to give as much publicity as possible to all their acts and intentions. The provisional registration consequently required certain particulars to be specified; and he thought the number of shares proposed to be issued was one of the matters that required to be stated. But to acquire an accurate knowledge of how many shares were actually issued at a given time, was exceedingly difficult. In respect to the Bills coming before Parliament, the Standing Orders ensured that Parliament should have an accurate knowledge of the number of shares issued, inasmuch as they required that three-fourths of the intended stock of the company should be subscribed and signed for. Even under that regulation, he doubted that much trickery was practised, and that the contract was sometimes signed by persons who were not actually beneficially interested in the holding of shares. The points raised by the noble and learned Lord opposite (Lord Campbell), and the suggestions made by him, were worthy of the best consideration which could be given to them. Considering that the meetings proposed to be held would be open to the greatest publicity, and that their proceedings would be subject to the closest scrutiny by the parties interested, it seemed hardly probable that any chairman would run the risk, contemplated by his noble and learned Friend, of actually falsifying the minutes which he caused to be inserted in the Gazette. At the same time, every precaution that could be taken ought to be taken; and before the Bill went into Committee he (Lord Dalhousie) would endeavour to see if some of those versed in matters of this kind could 1152 not provide a remedy for the evil of the noble and learned Lord suggested.
§ Bill read 2a.
§ House adjourned.