Lords Sitting of 2 August 1900

PRIVATE BILL BUSINESS.
  SHEFFIELD CORPORATION BILL [H.L.]
  Commons Amendments considered, and agreed to.
  LONDON, WALTHAMSTOW, AND EPPING FOREST RAILWAY (ABANDONMENT) BILL.
  Reported from the Select Committee without amendment.
  PRIVATE AND PROVISIONAL ORDER CONFIRMATION BILLS.
  Ordered that Standing Orders Nos.143, 143A, and 144 be suspended for the
  CLONTARF URBAN DISTRICT COUNCIL BILL.
  The Queen's consent signified; Bill read 3a (according to Order), and passed.
  DUBLIN CORPORATION BILL.
  Read 3a (according to Order); Amendments made; Bill passed, and returned to the Commons.
PLYMOUTH, STOREHOUSE, AND DEVONPORT TRAMWAYS BILL.
  LONDON COUNTY COUNCIL (IMPROVEMENTS) BILL.
  Read 3a, with the Amendments; further Amendments made; Bills passed, and returned to the Commons.
NORTH METROPOLITAN ELECTRIC POWER SUPPLY BILL.
  SOUTHPORT AND LYTHAM TRAMROAD BILL.

    HUDDERSFIELD CORPORATION TRAMWAYS BILL.
    LONDON COUNTY TRAMWAYS (No. 1) BILL.
    LONDON COUNTY COUNCIL (GENERAL POWERS) BILL.
    Read 3a, with the Amendments, and passed, and returned to the Commons.

    LONDON UNITED TRAMWAYS BILL.
    Read 3a, with the Amendments; further Amendments made; Bill passed, and returned to the Commons.
GREAT NORTHERN RAILWAY (IRELAND) BILL.
  ALEXANDRA PARK BILL.
  Read 3a, with the Amendments, and passed, and returned to the Commons.
  ROCHDALE CORPORATION BILL.
  Read 3a, with the Amendments; further Amendments made; Bill passed, and returned to the Commons.
LOCAL GOVERNMENT (IRELAND) PROVISIONAL ORDERS (No. 4) BILL.
  LOCAL GOVERNMENT PROVISIONAL ORDERS (No. 15) BILL.

    ABERDEEN POLICE AND IMPROVEMENT BILL.
    BAKER STREET AND WATERLOO RAILWAY BILL.
    BRADFORD CORPORATION BILL.
    CHARING CROSS AND STRAND ELECTRICITY SUPPLY BILL.
    CITY OF LONDON (VARIOUS POWERS) BILL.
    CROYDON TRAMWAYS AND IMPROVEMENTS BILL.
    CUMBERLAND COUNTY COUNCIL (BRIDGES) BILL.
    DURHAM (COUNTY OF) ELECTRIC POWER SUPPLY BILL.
    EXETER CORPORATION BILL.
    FARNWORTH URBAN DISTRICT COUNCIL BILL.
    Returned from the Commons with the Amendments agreed to.

HALIFAX CORPORATION BILL.
  LANCASHIRE ELECTRIC POWER BILL.

    LANCASTER CORPORATION BILL.
    LIVERPOOL CORPORATION BILL.
    LONDON COUNTY TRAMWAYS (No. 2) BILL.
    MARKET WEIGHTON DRAINAGE AND NAVIGATION BILL.
    NEWCASTLE-UPON-TYNE ELECTRIC SUPPLY BILL.
    OLDHAM CORPORATION BILL.
    RICKMANSWORTH AND UXBRIDGE VALLEY WATER BILL.
    SOUTH LANCASHIRE TRAMWAYS BILL.
    Returned from the Commons with the Amendments agreed to.

WANDSWORTH AND PUTNEY GAS BILL.
  WEST BROMWICH CORPORATION BILL.
    WEST HAM CORPORATION BILL.
    Returned from the Commons with the Amendments agreed to.
GREAT SOUTHERN AND WESTERN AND WATERFORD, LIMERICK, AND WESTERN RAILWAY COMPANIES AMALGAMATION BILL [H.L.]
  GREAT SOUTHERN AND WESTERN AND WATERFORD AND CENTRAL IRELAND RAILWAY COMPANIES AMALGAMATION BILL [H.L.]
  Returned from the Commons agreed to.
TRAMWAYS ORDERS CONFIRMATION (No. 3) BILL [H.L.]
  TRAMWAYS ORDERS CONFIRMATION (No. 4) BILL [H.L.]
  Returned from the Commons agreed to, with Amendments. The said Amendments to be considered To-morrow.
CALEDONIAN RAILWAY BILL [H.L.]
  MARGATE CORPORATION BILL [H.L.]
    MIDLAND GREAT WESTERN RAILWAY OF IRELAND BILL [H.L.]
    Returned from the Commons agreed to, with Amendments. The said Amendments considered, and agreed to.
MORLEY CORPORATION BILL [H.L.]
  SOUTH EASTERN AND LONDON, CHATHAM, AND DOYER RAILWAYS BILL [H.L.]
  Returned from the Commons agreed to, with Amendments.
TRAMWAYS PROVISIONAL ORDERS (No. 5) BILL.
  ELECTRIC LIGHTING PROVISIONAL ORDERS (No. 10) BILL.
  Read 3a (according to Order), with the Amendments, and passed, and returned to the Commons.
RETURNS, REPORTS, ETC.
  LANDS AND HERITAGES (SCOTLAND).
  Return respecting. Laid before the House (pursuant to Order of the 26th October last), and to be printed. (NO. 221.)
  ARMY (MILITIA).
  Regulations for the competitive examination of Militia candidates for commissions in the Army in September next.
  BOARD OF EDUCATION.
  Statement in explanation of draft of an Order in Council for transferring to and making exercisable by the Board of Education certain powers of the Charity Commissioners.
  TREATY SERIES (No. 16), 1900.
  Agreement between the United Kingdom and Siam relative to the Registration of British subjects in Siam; signed at Bangkok, 29th November, 1899.

  TRADE REPORTS (ANNUAL SERIES).
  No. 2489. Germany (Bavaria).
  No. 2493. Bulgaria.
  No. 2494. France (Martinique).
  No. 2495. Portugal (Chinde).
  No. 2496. Italy (Lecce).

  LOCAL GOVERNMENT BOARD.
  Twenty-ninth Annual Report, 1899–1900.
  Supplement containing the Report of the Medical Officer, for 1899–1900.

  EVICTIONS (IRELAND).
  Return of Evictions in Ireland, for the quarter ended 30th June, 1900.
  TRAMWAY AND GAS AND WATER ORDERS.
  Report by the Board of Trade of their proceedings under the Tramways Act. 1870, and the Gas and Waterworks Facilities Act, 1870, during the Session of 1900.
  BOILER EXPLOSIONS.
  Report to the Secretary of the Board of Trade upon the working of the Boiler Explosions Acts, 1882 and 1890; with appendices (in continuation of Parliamentary Pamper [C.—9486]).

  MERCHANT SHIPPING ACT, 1894.
  Return of all British ships ordered by the Board of Trade or its officers, during the period from 1st July, 1899, to 30th June, 1900, to be provisionally detained as unsafe by reason of the defective condition of their hulls, equipments, or machinery, or by reason of overloading, or improper loading, in pursuance of the provisions of Section 459 of the Act, giving the names of the owners of those ships which have been dismantled, broken up, or converted into hulks, etc.; also of all foreign ships ordered to be provisionally detained during the same period as

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  unsafe by reason of overloading or improper loading, in pursuance of the provisions of Section 462 of the same Act; together with summaries showing respectively the total number of ships ordered to be detained as unsafe, from 1st July, 1899, to 30th June, 1900, and since the 1st October, 1876, distinguishing between those cases in which the ships were found safe or unsafe (in continuation of Parliamentary Paper [C.—9427]).

  MERCHANT SEAMEN.
  Report of a Committee appointed by the Board of Trade on the question of continuous discharge certificates for seamen; with minutes of evidence, appendix, and index.

  STATISTICS.
  I. Statistical Abstract for the United Kingdom in each of the last fifteen years, from 1885 to 1899. Forty-seventh Number.
  II. Statistical Abstract for the Colonial and other Possessions of the United Kingdom in each of the last fifteen years, from 1885 to 1899. Thirty-seventh Number.

  RAILWAYS.
  General Report to the Board of Trade on the capital, traffic, and expenditure of the railway companies of the United Kingdom, for the year 1899.
  BOARD OF TRADE (LABOUR DEPARTMENT) (WAGES AND HOURS OF LABOUR).
  Report relating to changes in rates of wages and hours of labour in the United Kingdom in 1899; with statistical tables.
  BOARD OF AGRICULTURE.
  Annual Report on the distribution of grants for agricultural education and research in the year 1899–1900; with statements respecting the several institutions aided and the experiments conducted.
  QUEEN'S COLLEGE, GALWAY.
  Annual Report of the President, for the Session 1899–1900.
  LUNACY (IRELAND).
  Forty-ninth Report for 1899 (with appendices), of the Inspectors of Lunatics in Ireland.
  CRIMINAL AND JUDICIAL STATISTICS (IRELAND).
  Part 1: Criminal Statistics for the year 1899.

  PUBLIC WORKS (IRELAND).
  Sixty-eighth Annual Report of Commissioners of Public Works in Ireland, with appendices, for the year ended 31st March, 1900.
  Presented (by Command), and ordered to lie on the Table.

  Ninth General Annual Report by the Board of Trade under Section 29 of the Companies (Winding-up) Act, 1890.

  BANKRUPTCY.
  Seventeenth General Annual Report by the Board of Trade.
  Laid before the House (pursuant to Act), and ordered to lie on Table.

  DEATH OF HIS ROYAL HIGHNESS THE DUKE OF SAXE-COBUEG AND GOTHA.
  THE PRIME MINISTER AND SECRETARY OF STATE for FOREIGN AFFAIRS (The Marquees of Salisbury): My Lords, I have again to ask your attention to a matter outside the ordinary business of the House—a matter of sad and melancholy interest. It is to ask you to pass a vote of condolence to Her Most Gracious Majesty on the lamentable and unexpected death of the Duke of Saxe-Coburg; and also to pass a vote of condolence to the Duchess, whom he loved so much, and who was so deeply respected in this country. My Lords, this case of condolence differs from that which I had to submit to you the other day, in that it has a special interest for this country and for these Houses of Parliament. As in the case of the King of Italy, we have to mourn the loss of a Prince of high merit and of great popularity in this country and in his adopted country during the short time he held the position of ruler there. He was a man who stood high in the profession to which he belonged—a profession which is the most honoured of all among us—and who had an influence and a reputation in that profession which was well earned by his capacity. For this and for many other

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  personal reasons his loss will he deeply felt. But to us there is another and a closer call upon our sympathy, in that the bereavement affects the Sovereign who has been more beloved than any other who has sat on the Throne of this realm. We have to offer our condolence to the Queen on this lamentable loss. In doing so we assure her that we are fully sensible of the loss which she has sustained in the valuable life which has been taken away from her, that her sorrows in these matters are our sorrows, her loss is our loss, and that we submit to Her Majesty the respectful expression of our homage and our deep sympathy, assuring her that in all matters concerning herself and her family our feelings are ever in attendance upon her, over wishful for her welfare, ever grieved at her sorrow; and we earnestly hope that she will lie sustained in this great loss, and continue with unchecked vigour and power to exercise that influence which she has exerted for so long with such splendid results for the prosperity, the honour, and well-being of this country.
  THE EARL OF KIMBERLEY: My Lords, I rise to second the motion which has been made by the noble Marquess. I can only echo what he has said with regard to the late Duke of Saxe-Coburg. He was a man who was not merely a conspicuous figure in the Naval service because he was one of the Royal Family; but by universal testimony he was a man who, in any ease, would have occupied a very high position in our Navy, having been, as I am assured by the very best judges, one of the most able and capable officers who served in that noble service.
  THE MARQUESS OF SALISBURY: Hear, hear!
  THE EARL OF KIMBERLEY: But the late Duke of Edinburgh—as I more naturally call him—was not only when on service with the Fleet a most able and efficient officer, but he also devoted himself to the Navy in other capacities. My noble friend Lord Northbrook, who could not be here to-night, reminds me that during the time that he held the post of First Lord of the Admiralty the noble Duke then held the post of Admiral of the Naval Reserve, and in that capacity, my noble friend assures mo, he rendered most admirable administrative services in
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  settling some very difficult questions that arose at the Board of Admiralty and the Board of Trade, and subsequently he presided over a very important Committee which made a Report of great value upon the subject of pensions for widows of seamen. I mention that only to show that the late Duke was unsparing of his time in the public service, and that whatever question ho dealt with he dealt with it with the greatest ability and the greatest devotion to the service of which he was an ornament. My Lords, I must express my deep agreement with the noble Marquess in the words of condolence which he has used with respect to Her Majesty the Queen. That is a feeling which is deep in the hearts of all of her subjects, and those of us who have themselves suffered those sorrows know how deep her sympathy has been with any of her subjects in that position; and she may rest assured that, not only in this House, but throughout the country, the deepest f sympathy is felt with her in this great sorrow. I second the motion.
  Moved, "That an humble Address be presented to Her Majesty to express the deep concern of this House at the great loss which Her Majesty has sustained by the death of His Royal Highness the Duke of Saxe-Coburg and Gotha, Duke of Edinburgh, second son of Her Majesty the Queen, and to condole with Her Majesty on this melancholy occasion; to assure Her Majesty that this House will ever feel the warmest interest in whatever concerns Her Majesty's domestic relations, and to declare the ardent wishes of this House for the happiness of Her Majesty and Her family."—(The Marquess of Salisbury.)
  On Question, agreed to, nemine dissentients. Ordered that the said Address be presented to Her Majesty by the Lords with White Staves.
  Moved, "That this House do condole with Her Royal and Imperial Highness the Duchess of Saxe-Coburg and Gotha, Duchess of Edinburgh, on the great loss which she has sustained by the death of His Royal Highness the Duke of Saxe-Coburg and Gotha, Duke of Edinburgh."—(The Marquess of Salisbury.)
  On Question, agreed to, nemine dissentiente.

  OIL IN TOBACCO BILL.
  Returned from the Commons with the Amendment agreed to.
ANCIENT MONUMENTS PROTECTION BILL.
  MONEY-LENDING BILL [H.L.]
  Returned from the Commons agreed to, with Amendments; the said Amendments to be printed; and to be considered on Monday next, (No. 219.)
  VOLUNTEERS BILL [H.L.]
  Returned from the Commons agreed to, with Amendments; the said Amendments to be printed, and to be considered To-morrow. (No. 220.)
POST OFFICE SITES BILL.
  AGRICULTURAL HOLDINGS BILL.
  Amendments reported (according to Order). Then Standing Order No. XXXIX. considered (according to Order), and dispensed with; Bill road 3a, with the Amendments, and passed, and returned to the Commons.

  COMPANIES BILL.
  [Second Reading.]
  Order of the Day for the Second Reading read.
  THE LORD CHANCELLOR (The Earl of HALSBURY): My Lords, I beg to move the Second Reading of this Bill. Most of your Lordships are fairly familiar with the particulars of the Bill, as it has already been before a Select Committee of your Lordships' House. I think that in its main provisions the Bill has not been greatly altered, but I may say that when the Bill reaches Committee I shall call attention to those parts of the Bill as to which differences exist. Some of these differences I shall ask your Lordships to consider in Committee, and I therefore shall reserve my remarks until that occasion. With respect to some of the Amendments which have been inserted in the other House I shall ask your Lordships to agree with the Commons in their Amendments, but with regard to one or two of them I am afraid I shall be obliged to ask your Lordships to insist upon your own view of what is appropriate legislation on the subject. While on the one hand there has been an effort to make it less possible
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  for fraudulent companies to be initiated, there has also been an effort to get rid of those parts of the Bill which were calculated to work unjustly against people of substance. I think the disappearance of what I may call the penalising clauses of the Bill is a great improvement. Disaster has often arisen through joint stock companies commencing business without sufficient capital, and it is now made a condition of their being permitted to commence business that a certain portion of capital should be subscribed, so that at all events they should be able to start with a reasonable and sufficient capital. There are also provisions in the Bill, with which your Lordships are familiar, which require that directors of companies should be properly qualified, and that they should be responsible not only for mistakes and errors, but for gross misconduct; but no director need be frightened that any new or drastic law is being enacted against him, for a director who reasonably performs his duty to the best of his ability will be safe.
  Moved, "That the Bill be now read a second time."—(The Lord Chancellor.)
  LORD DAVEY: My Lords, I felt some regret at first at the late period of the session at which this Bill has come up to your Lordships from another place, because I was afraid, from what I saw in the ordinary sources of information, that great changes had been made in the Bill in the other House, and I thought it was only right that your Lordships, after the attention you had bestowed on the Bill, should have ample opportunity of considering those Amendments. But, looking through the Bill as it has come back to us, I entirely agree with the noble and learned Lord that the alterations which have been made are not very material, and, in some cases, I am bound to admit, they are unimportant. I feel confident, therefore, that your Lordships will be able to deal with the Bill in the short period remaining of this session. This Bill is by no means an ideal measure, and I am too old to think that it will make any very great difference. So long as there are people who will insist on investing their money in concerns about which they know little or nothing, and without making ample inquiry, I do not think it possible, even if

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  it were the office of legislation to do so, for legislation to protect them against their own mistakes. All the Legislature can do, and I suppose this Bill will do that in a very great measure, is to give people who invest their money in concerns of this character the means of acquiring information about them, if they choose to avail themselves of it. You cannot give them good sense; you cannot give them judgment or discretion; but you can, to a certain extent, place at their command the means of information if they like to avail themselves of it. The Bill contains three provisions which I regard as most important. The first is the requirement placed upon every company which invites the public to take its shares to state the minimum amount of subscription upon which the directors will go to allotment. It will be within your Lordships' knowledge that people acquainted with this class of business are unanimous in affirming that one of the greatest evils is this. A company asks for subscriptions amounting to a large sum, say £100,000, for the purpose of carrying on some industrial enterprise; the people who subscribe think they are subscribing to a company which will have a capital of that amount, but, owing to the public not responding, subscriptions are only received to the extent of, say, £10,000 or £15,000; and as the law stands it is in the power of directors to allot to the people who supposed they were subscribing to a capital of the dimensions I have suggested, and who therefore find themselves landed in a company which has a wholly insufficient capital with which to carry out its proposed enterprise. The provision in this Bill requiring directors to state the minimum subscription on which they will go to allotment will go a long way towards preventing what is admittedly a serious evil in the present law. The second provision, which I think is a most valuable one, is the registration of mortgages and charges. This Bill requires that all mortgages and charges, which are usually created by a company in the form of debentures, shall be registered at the Joint Stock Companies' office—up to the present there has been no requirement of that kind—and that they shall be registered within a limited time after they are created. The third provision to which I attach importance is the unveiling of the real vendor and the abolition of the nominal vendor. Your
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  Lordships are aware that what is called—and it has become a technical phrase—the "nominal vendor" plays a large part in the drama of bringing out a company. The real vendor sells his property to a syndicate for a certain sum. The syndicate proposes to form a company and to sell the property to the company at a largely enhanced price, but, in order to keep themselves in the background, and in order to conceal from those who subscribe for the shares the amount at which the property is being sold by the person really entitled to it, they put forward a person as the nominal vendor who has no interest in the matter, and this shadow figures on the prospectus as the vendor of the property. It is, therefore, impossible for the person reading the prospectus to know that the property first came from the real vendor, for, say, £100,000, and that £50,000 had been added to it for the benefit of some intermediate individual. That is a subject very difficult to deal with, and it has engaged the attention for some time of members of a Select Committee appointed by both Houses of Parliament. Though it is not dealt with in this Bill in a way which I think will be completely successful, I do not know a better way in which it could be dealt with, and if this Bill contained only these three provisions it would be well worth passing. The clauses dealing with the issuing of prospectuses are somewhat cumbersome, and many people think—I believe there is some ground for the fear—that they will be the means of overloading the prospectus. Speaking for myself, I think it would have been better to have had one clause only saying what you mean—namely, that it should be the duty of those who frame and issue prospectuses to use the best means at their command for stating not only with accuracy, but with fulness and clearness, everything material for the intended investor to know. That subject was discussed before the Select Committee of your Lordships' House, who were opposed to any general provision of that kind being inserted. Therefore I shall not press the point upon your Lordships' attention. The effect of such a clause would be to make directors or others who issue prospectuses responsible not only for actual fraud and misstatements, but for neglecting to state with fulness and clearness everything which it is material for those who invest

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  their money in the concern to know. The courts are perfectly competent to deal with cases of fraud—they do not want any stronger powers than they have at present; but as the law stands they have no power to deal with cases in which essential particulars are not stated with fulness and accuracy. I have had an opportunity, through the courtesy of the noble and learned Lord on the Woolsack, of seeing the Amendments which he proposes to move in Committee, and I think they are such as your Lordships will lie disposed to adopt. I will only say, in conclusion, that there is one clause which I regret very much indeed has been omitted from the Bill in the other House. The clause to which I refer was omitted by Mr. Ritchie, who was in charge of the Bill, and its object was to give certain preference to the trade creditors of a company in the case of a winding-up. I propose, with your Lordships' permission, to move the reinsertion of the clause in Committee, when I shall have a better opportunity of explaining the exact language and effect of it. The small extent to which the Bill has been altered in the House of Commons is, I think, a great testimony to the care and trouble which the members of the Select Committee of your Lordships' House devoted to the subject.
  On Question, agreed to. Bill read 2a accordingly.
  Standing Order No. XXXIX. considered (according to Order), and dispensed with; Bill committed to a Committee of the Whole House forthwith.
  House in Committee accordingly.
  Clause 1:—
  THE EARL OF HALSBURYsaid that in the House below certain clauses, under which a company might be incorporated for carrying on a profession or business, such as that of a chemist, for which individuals had to pass an examination, had been struck out. He hoped the House would not insist upon the reinsertion of those deleted clauses, for if that were done he feared it would be impossible to carry the Bill this session. It was the late Lord Herschell who first called attention to the anomaly of allowing companies to be formed to carry on business which
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  required technical skill, and for which individuals had to be examined in order to prove their competency. He (the Lord Chancellor) regretted the disappearance from the Bill of these clauses, but was afraid he would have to ask their Lordships to agree to the Commons Amendments.
  Clause 1 agreed to.
  Clause 2 amended and agreed to.
  Clauses 3 to 9 agreed to.
  Clause 10:—
  THE EARL OF HALSBURYsaid the clause as it stood required that many unnecessary particulars should be stated in the prospectus. He therefore moved Amendments which would have the effect of providing that the prospectus issued by or on behalf of a company, or by a promoter of a company, need not give the names and addresses of the holders or intended holders of founders' or management shares; particulars of the control given to such holders in relation to the company's business; the amount (if any) paid or payable as purchase money in cash, shares, or debentures, specifying the amount payable for goodwill; the amount (if any) paid or payable as commission for subscribing or agreeing to subscribe, or procuring or agreeing to procure subscriptions, for any shares in the company, or the rate of any such commission; the amount or estimated amount of preliminary expenses; the amount paid, or intended to be paid, to any promoter, and the consideration for any such payment; the dates of and parties to every material contract and a reasonable time and place at which any material contract or a copy thereof may be inspected, provided that this requirement shall not apply to a contract entered into in the ordinary course of the business carried on or intended to be carried on by the company, or to any contract entered into more than three years before the date of publication of the prospectus; the names and addresses of the auditors (if any) of the company; or full particulars of the nature, and extent of the interest (if any) of every director in the promotion of or in the property proposed to be acquired by the company, with a state-

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  ment of all sums paid, or agreed to be paid, to him in cash or shares by any person either to qualify him as a director or otherwise for services rendered by him in connection with the formation of the company.
  Amendments moved—
  "In page 6, lines 16 and 17, to leave out, 'and the names and addresses of the holders or intended holders'; in lines 18 to 20, to leave out, 'with particulars of the control given to such holders in relation to the company's businesss'; in lines 20 and 21, to leave out, 'their interest,' and to insert 'the interest of the holders'; in page 7, line 7, to leave out from 'company' to end of line 34."—(The Lord Chancellor.)
  Amendments agreed to.
  THE EARL OF HALSBURYsaid his attention had been called to the fact that the cost of publishing in a newspaper advertisement the contents of the Memorandum of Association, etc., with the prospectus was very heavy. He therefore proposed an Amendment to Section 6 of this clause, which related to the publication of a prospectus as a newspaper advertisement, providing that it should not be necessary to specify the contents of the Memorandum of Association or the signatories thereto, and the number of shares subscribed for by them.
  Amendment moved—
  "In page 8, line 32, to leave out from 'shall' to end of line 35, and to insert, 'not lie necessary to specify the contents of the Memorandum of Association or the signatories thereto, and the number of shares subscribed for by them.'"—(The Lord Chancellor.)
  Amendment agreed to.
  Amendment moved—
  "In Clause 10, page 8, lines 41 and 42, to leave out 'and could not with reasonable diligence have discovered it.'"—(The Lord Chancellor.)
  LORD DAVEYsaid he did not intend to oppose this Amendment, although he regretted that it had been moved. The subsection of Clause 10 in question provided that in the event of non-compliance with any of the requirements of the section a director or other person responsible for the prospectus should not incur any liability by reason of the non-compliance if he proved that, as regarded any matter not disclosed, he was not cognisant thereof, and could not with reasonable
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  diligence have discovered it. The noble and learned Lord now proposed to delete the words "and could not with reasonable diligence have discovered it." It sometimes happened that persons took care not to know. He regretted the proposal to omit these words, which, so far as he could see, could do no harm.
  THE EARL OF HALSBURYexpressed the opinion that the words proposed to be left out constituted an unreasonable region of inquiry.
  Amendment agreed to.
  Clause 10, as amended, agreed to.
  Clause 11 agreed to.
  Clause 12 amended, and agreed to.
  Clauses 13 to 25 agreed to.
  LORD DAVEYsaid the clause the reinsertion of which he proposed to move would come in after Clause 25. Their Lordships were aware that it was usual to raise money as part of the capital of a company by means of debentures on what was called a floating charge. Those floating charges were, if he might say so, the creation of the judges. They were a kind of charge which it would be impossible for an individual to give. The holder of one of these debentures had a right to intervene and to lay his hands upon any property of the company whenever default was made in the payment of his interest, or in case of winding up. No individual would be allowed to give a charge on his property the practical effect of which was to give a preference to a particular creditor in cases of bankruptcy. That would be against the policy of the bankruptcy laws. It had been established, however, that a company could do so, but it was not unfair or contrary to sound principles of legislation, when such a peculiar privilege was allowed to debenture-holders, to endeavour to limit it so that it should not bear hardly on the ordinary trade creditors of the company. Three preferences already existed—namely, the wages of workmen, the salaries of officers, and rates. Those of their Lordships who were acquainted with the winding up of companies must have been struck, he might almost say

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  shocked, by what had taken place. The debenture-holders owning these floating charges, who had supplied the capital for carrying on the company, came in and swept away the whole of the assets, leaving nothing at all to the trade creditors, who had supplied the material by which the company had carried on its business. In his opinion these debenture-holders stood on a totally different footing from the ordinary trade creditors. As they were practically the people for whose benefit the company was carried on, ho did not think they should be allowed, in the case of a winding up, to step in and sweep away the whole of the assets for themselves, leaving nothing for the trade creditors.
  Moved, to insert as a new clause—
  "In the winding-up of any company under the Companies Acts all debts owing by the company to its trade creditors, and incurred in the ordinary course of its trading within the period of three months before the date of the winding-up, shall be entitled to the same priority as the debts referred to in Section 2 of the Preferential Payments in Bankruptcy Amendment Act, 1897, and shall be paid accordingly, but after payment of such last-mentioned debts."—(Lord Davey.)
  LORD MACNAGHTENthought that a clause of this sort would have a very wholesome effect in the case of small trading companies, and he would be glad if it wore accepted. The noble and learned Lord instanced a case which recently came before the House in its judicial capacity to show the hardship which was frequently inflicted under the present law on ordinary trade creditors.
  THE EARL OF HALSBURYbelieved that his noble and learned friends would not insist on the clause when he told them that its acceptance would be fatal to the Bill. He did not, however, deny that there was a great deal in what they had said, and his own sympathies might be in their favour. He did not quite agree that the ordinary trade creditors were in an analogous position to that of those to whom a preference was now allowed—persons dependent for their daily bread on their wages. Whatever might be the merits of a clause of this sort, it had not a single friend when it was discussed in the House of Commons, where it seems to have been agreed that
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  it would be destructive to the credit of debentures, and so prevent a great many companies from raising money, which might be essential to their continuance, upon debentures. He was compelled on behalf of the Government to oppose the Amendment.
  LORD DAVEYsaid that after what the noble and learned Lord had said he would not press the clause. At the same time, he was much obliged to his noble and learned friend for his expression of sympathy, made in a somewhat guarded manner, with the object the Amendment sought to achieve, and perhaps in a future session he (Lord Davey) might claim the benefit of that sympathy.
  Amendment, by leave of the House, withdrawn.
  Clause 26:—
  THE EARL OF HALSBURYsaid he was unable to agree to this clause, which declared that—
  "It shall not be necessary for the Official Receiver in any further Report under Section 8, of the Companies (Winding-up) Act, 1890, to state whether in his opinion any fraud has been committeed by any particular person, and accordingly in Sub-section (2) of that section the words 'by any person,' and the words 'by any director or other officer of the; company, shall be repealed.'"
  The effect of this clause would be to allow a director, against whom no specific charge of fraud had been brought, to be placed in the witness-box and publicly examined. This would reverse a very valuable judgment of their Lordships' House, and would be harsh, unjust, and unreasonable.
  Amendment moved—
  "To omit Clause 26."—(The Lord Chancellor.)
  LORD DAVEYsupported the Amendment, and said that ample means were provided in the Companies Act of 1862. for investigation and obtaining evidence. The result of this clause would be to place perfectly innocent persons in an extremely disagreeable, odious, and unmerited position.
  Amendment agreed to.
  Clauses 27 to 32 agreed to.
  Clause 33:—
  Amendment moved—
  "In page 17, after line 32, to insert 'But nothing in this section shall be construed as extending the Companies (Winding-up) Act, 1890, to Scotland or Ireland.'"
  Amendment agreed to.
  Clause 33, as amended, agreed to.
  Clause 34 agreed to.
  Clause 35 amended, and agreed to.
  Remaining clauses agreed to.
  Report of Amendments to be received To-morrow; and Bill to be printed as amended. (No. 222.)

EXECUTORS (SCOTLAND) BILL.
  LUNACY BOARD (SCOTLAND) (SALARIES, ETC.) BILL.
  Amendment reported (according to Order), and Bills to be read 3a To-morrow.

  INTERMEDIATE EDUCATION (IRELAND) BILL.
  [SECOND READING.]
  Order of the Day for the Second Reading read.
  THE EARL OF DENBIGH: My Lords, the main object of this Bill is to enable the funds at the disposal of the Intermediate Education Board to be expended for the purpose of carrying out the recommendations contained in the Report of the Intermediate Education Commission. It is considered that these funds could not be expended for the purpose of carrying out some of these recommendations without legislation, inasmuch as they are not clearly within the provisions of the Intermediate Education Act of 1878. Clause 2 gives power to appoint inspectors. Clause 3 gives power to grant superannuation allowances to the officers of the Board; and Clause 4 provides that the board shall consist of twelve instead of seven members.
  Bill read 2a (according to Order), and committed to a Committee of the Whole House To-morrow.

  POOR RELIEF (IRELAND) BILL.
  [SECOND READING.]
  Order of the Day for the Second Reading read.
  THE EARL OF DENBIGH: My Lords, the object of this Bill is to enable the guardians of a poor-law union to send children and lunatics to institutions situated outside the boundaries of their union, and also to enable the limit of land which may be acquired under the existing law for the purposes of poor-houses, schools, and other institutions under the control of the guardians, to be exceeded in special cases.
  Bill read 2a (according to Order), and committed to a Committee of the Whole House To-morrow.

ELEMENTARY SCHOOL TEACHERS' SUPERANNUATION (ISLE OF MAN) BILL. (No. 223.)
  ELEMENTARY SCHOOL TEACHERS' SUPERANNUATION (JERSEY) BILL. (No. 224.)
  Brought from the Commons; read 1a; to be printed; and to be read 2a To-morrow.—(The Lord Belper.)
EXPIRING LAWS CONTINUANCE BILL. (No. 225.)
  PUBLIC WORKS LOANS BILL. (No. 226.)
  Brought from the Commons; read 1a; to be printed; and to be read 2a To-morrow.—(The Marquess of Salisbury.)
  LOCAL GOVERNMENT (IRELAND) (No. 2) BILL.
  Brought from the Commons; read 1a; to be printed; and to be read 2a To-morrow.—(The Earl of Denbigh.) (No. 227.)
  LOCAL GOVERNMENT (IRELAND) BILL.
  Brought from the Commons; read la; to be printed; and to be read 2a To-morrow.—(The Lord Ashbourne.) (No. 228.)

  IRISH TITHES—PUBLICATION OF PRICES IN THE DUBLIN GAZETTE.
  VISCOUNT TEMPLETOWN: My Lords, I beg to ask Her Majesty's Government under what statute or other authority is it obligatory to publish the average price of corn in the Dublin

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  Gazette; what department or what official is responsible for seeing that such average price is published; does the Dublin Gazette now publish the average price of corn as required by statute; if so, on what date was the publication resumed subsequent to 1887 (when the publication was admittedly discontinued); and will the payers and receivers of Church perpetuity rents become again I entitled to have those rents varied as soon as the average price of corn has been published in the Dublin Gazette for seven years preceding the dates at which the parties would in the ordinary course be entitled to have their perpetuity rents varied.
  THE EARL OF DENBIGH: Statistics concerning corn, including average prices, were formerly published in the Dublin Gazette under the provisions of several Irish statutes relating to corn bounties, and were subsequently adopted by and made applicable to the Acts dealing with tithe rent-charge and Church perpetuity grants. The Corn Bounty statutes were repealed by the Statute Law Revision (Ireland) Act, 1879. In 1887 the average prices of corn ceased to lie published or advertised in the Dublin Gazette. The cause of this cessation is unknown, as no record on the subject can be traced. It is doubtful whether since the repeal of the Corn Bounty Acts a responsibility is thrown by law on any department or official for seeing that such average prices are published. The Irish Government have, with Treasury sanction, arranged with the secretary of the Dublin Corn Exchange for the resumption of the publication weekly in the Dublin Gazette of these average prices. The first publication under this arrangement was made on 17th January, 1899. As regards the fourth question, the answer will depend upon whether the average prices now published by the Dublin Gazette are held by the courts to be the average prices of corn as required by statute.

  TRAMWAY BILLS—AMENDMENT OF STANDING ORDERS.
  LORD RIBBLESDALE: My Lords, I beg to ask the Chairman of Committees a question of which I have given him private notice—namely, whether he has under consideration the expediency of proposing an alteration of Standing Order No. XXII., the effect of which is to
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  give local authorities an absolute veto upon any proposal for the construction of a new tramway. In the event of the London County Council promoting a Tramway Bill they have to obtain the consent of the local authorities, and accept conditions the local authorities desire to impose, not always to the public interest. The difficulty is increased by the fact that very often a tramway runs through the districts of several road authorities, who have different views as to what their particular districts require. I believe the Standing Order could be amended so far as London is concerned by the insertion of a very few words. If I receive any encouragement from the noble Earl I will bring forward a motion at the beginning of next session.
  THE CHAIRMAN OF COMMITTEES (The EARL of MORLEY): I am entirely in sympathy with my noble friend, and I think I expressed that view a week or two ago in this House. This preliminary objection which any local authority can take to a tramway going through any part of its district is not conducive to the public interest, although I think the road authority ought to have a strong voice in such matters. I have had the question brought before me in relation both to London and other parts of the country. As Lord Ribblesdale said, the question, so far as it affects London, is not on all fours with other parts of the country. I am very anxious, if possible, to move an Amendment to the Standing Orders in question. It is now too late in the session to do so, as I should not like so important an Amendment to be made without the local authorities having ample opportunity of expressing their opinions upon it. I did not, therefore, include any Amendment to this Standing Order in the Amendments I moved a day or two ago. I am, however, in hearty sympathy with my noble friend, and I hope to move an Amendment to Standing Order No. XXII. next session.

  BUSINESS OF THE HOUSE.
  Standing Order No. XXXIX. to be considered To-morrow, in order to its being suspended for the remainder of the session.
  House adjourned at ten minutes before Six of the clock, till To-morrow, at a quarter past Four of the clock.