Sitting of 30 July 1900

ROYAL ASSENT.
Message to attend the Lords Commissioners.
The House went; and, being returned—
Mr. SPEAKER reported the Royal Assent to a number of Bills (see page 1).

PRIVATE BILL BUSINESS.

  SHEFFIELD CORPORATION BILL [Lords].
  Ordered, That the Order of the House (8th March), That in the case of Bills reported from the Committee on Police and Sanitary Regulations three clear days shall intervene between the date when the Report of the Committee is circulated with the Votes and the Consideration of the Bill, be suspended in the case of the Sheffield Corporation Bill [Lords].
  Ordered, That Standing Orders 84, 214, 215, and 239 be suspended, and that the Bill be row taken into consideration, provided amended prints shall have been previously deposited.—(Mr. Caldwell.)
  LORD EDMOND FITZMAURICEexplained the action of the Committee on Police and Sanitary

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  Regulations Bills in striking out the clause empowering the corporation to contribute to rifle ranges. He said the reason why they did so was because the proposal was not germane to the ordinary work of the Committee, all the more so as there was not unnatural jealousy in regard to the increasing sphere of work which that Committee was gradually undertaking. It now not only dealt with police and sanitary matters, but it also dealt with Acts containing gas, electric, tram, and other schemes. In dealing with such matters, they had had the courage of their opinions, but when they were asked to intervene in a matter relating to the defence of this country, they felt that in doing so they would be trespassing too much on the confidence of the House. They were also aware that there was before Parliament a Bill relating to military lands, and in view of that fact they decided that they ought not to take what was of the nature of a final decision on a matter which was before the House in a public Bill. They therefore struck out this clause. It had, however, since been explained that this particular matter was not exactly covered by the Military Lands Bill, and the Committee therefore would otter no opposition to the reinsertion of the clause if the House should think fit. Under these circumstances he did not oppose the Suspension of Standing Orders.
  Motion made, and Question proposed, "That the Bill be now considered."
  *MR. STUART-WORTLEYsaid the statement of the noble Lord relieved him of a good deal of anxiety, because in moving the reinsertion of the clause he would have laboured under very great difficulties had he had to face the opposition of the Committee on Police and Sanitary Regulations Bills. He need now only move the resolution standing in his name.
  Amendment proposed—
  "To leave out the words 'now considered,' and add the words 'recommitted to a Committee of the whole House in respect of a new clause (Power to contribute to rifle ranges)."—(Mr. Stuart-Wortley.)
  Question, "That the words proposed to be left out stand part of the Question," put, and negatived.
  Words added.
  Main Question, as amended, put, and agreed to.
  Ordered, That the Bill be recommitted to a Committee of the whole House in respect of a new clause (Power to contribute to rifle ranges).
  Bill considered in Committee, and reported; as amended, considered.
  Ordered, That Standing Orders 223 and 243 be suspended, and that the Bill be now read the third time.—(Mr. Caldwell.)
  Bill accordingly read the third time, and passed, with Amendments.

MARGATE CORPORATION BILL [Lords]. (BY ORDER.)
As amended, considered; Amendments made.
Motion made, and Question proposed, "That the Bill be now read the third time."
MR. STRACHEY: I object.
MR. JAMES LOWTHER: I understand that the object of my hon. friend in objecting to this Bill being proceeded with is to get an assurance that nothing shall be done in another place to interfere with a certain clause. I am authorised to say that as far as the promoters can do so they give that assurance. The objection, therefore, will only have the effect of hanging the Bill up for twenty-four hours.
MR. STRACHEY: I want more than that. I want an assurance that the promoters will resist the clause being struck out.
MR. JAMES LOWTHER: That would be a very unconstitutional assurance for me to give.
MR. STRACHEY: I want the pro-motors to undertake not only that they will not themselves strike out the clause, but that as far as possible they will resist any proposal to do it.
MR. JAMES LOWTHER: It would be unusual and irregular for me to give that assurance.
Bill to be read the third time Tomorrow.

IRISH RAILWAY AMALGAMATION BILLS.
MR. POWER: It would be for the convenience of a great number of Members if the right hon. Gentleman the Chairman of Committees will state when it is proposed to put down the Irish Railway Amalgamation Bills. Also, will there be a Report stage?
*THE CHAIRMAN of COMMITTEES (Mr. J. W. LOWTHER,): It is proposed to put them down for to-morrow, but if objection is taken they will in the ordinary course go over till Wednesday morning. If more convenient they could be fixed for Thursday. With regard to further stages, if the Bill receives the assent of the House on the motion for the Second Reading I shall propose to move the suspension of the Standing Orders, which would obviate the necessity of sending the Bills to a Committee, that stage having already been taken in another place. The Third Reading might, if that were done, be taken at once.
MR. POWER: Will it be competent for Members to move new clauses or amendments?
*MR. J. W. LOWTHER: Not if there is no Committee stage.

MESSAGE FROM THE LORDS.
That they have agreed to Amendments to—Glyncorrwg Urban District Council Gas Bill [Lords]; Barnsley Corporation Bill [Lords]; Dublin, Wicklow, and Wexford Railway Bill [Lords]; North Eastern Railway Bill [Lords]; Ramsgate Corporation Improvements Bill [Lords]; South Shields Corporation Bill [Lords], without amendment.
That they have agreed to—Local Government (Ireland) Provisional Orders (No. 4) Bill; Liverpool Corporation Bill; Exeter Corporation Bill; Aberdeen Police and Improvements Bill; Wandsworth and Putney Gas Bill; West Ham Corporation Bill; Rickmansworth and Uxbridge Valley Water Bill: South Lancashire Tramways Bill; Lancaster Corporation Bill; Farnworth Urban District Council Bill; London County Tramways (No. 2) Bill; Newcastle-upon-Tyne Electric Supply Bill; Durham(County of)
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Electric Power Supply Bill; Lancashire Electric Power Bill; West Bromwich Corporation Bill, with Amendments.

PRIVATE BILLS [Lords] (STANDING ORDERS NOT PREVIOUSLY INQUIRED INTO COMPLIED WITH).
Mr. Speaker laid upon the Table Report from one of the Examiners of Petitions for Private Bills, That, in the case of the following Bills, originating in the Lords, and referred on the First Reading thereof, the Standing Orders not previously inquired into, and which are applicable thereto, have been complied with, viz.:—

Great Southern and Western and Waterford and Central Ireland Railway Companies Amalgamation Bill [Lords].

Great Southern and Western and. Waterford, Limerick, and Western Railway Companies Amalgamation Bill [Lords].

Ordered, That the Bills be read a second time.

BLACKPOOL, ST. ANNE'S, AND LYTHAM TRAMWAYS BILL.
  EAST LONDON WATER BILL.

    ILFRACOMBE IMPROVEMENT BILL.
    LONDON AND NORTH WESTERN RAILWAY (WALES) BILL.
    LONDON AND NORTH WESTERN RAILWAY BILL.
    LONDON COUNTY COUNCIL (MONEY) BILL.
    Lords Amendments considered, and agreed to.

HEMEL HEMPSTEAD CORPORATION (WATER) BILL [Lords].
Read the third time, and passed, with Amendments.
ROTHERHITHE AND RATCLIFF TUNNEL BILL [Lords].
A verbal Amendment made; Bill read the third time, and passed, with Amendments.

BUENOS AYRES AND ROSARIO RAILWAY BILL [Lords].
As amended, considered.
Ordered, That Standing Orders 223 and 243 be suspended, and that the Bill be now read the third time.—(Mr. Caldwell.)
Bill accordingly read the third time, and passed, with Amendments.

COSTA RICA RAILWAY COMPANY, LIMITED, BILL [Lords].
Not amended, considered.
Ordered, That Standing Orders 223 and 243 be suspended, and that the Bill be now read the third time.—(Mr. Caldwell.)
Bill accordingly read the third time, and passed, without amendment.

IPSWICH CORPORATION TRAMWAYS BILL [Lords].
As amended, considered.
Ordered, That Standing Orders 223 and 243 be suspended, and that the Bill be now read the third time.—(Mr. Caldwell.)
Bill accordingly read the third time, and passed, with Amendments.

MUIRKIRK, MAUCHLINE, AND DALMELLINGTON RAILWAYS (ABANDONMENT) BILL [Lords].
Not amended, considered; to be read the third time.

SALFORD CORPORATION BILL [Lords].
As amended, considered.
Ordered, That Standing Orders 223 and 243 be suspended, and that the Bill be now read the third time.—(Mr. Caldwell.)
Queen's consent signified; Bill read the third time, and passed, with Amendments.

WITHINGTON URBAN DISTRICT COUNCIL BILL [Lords].
As amended, considered.
Ordered, That Standing Orders 223 and 243 be suspended, and that the Bill be now read the third time.—(Mr. Caldwell.)
Bill accordingly read the third time, and passed, with Amendments.

SUNDERLAND CORPORATION BILL [Lords].
Read a second time, and committed.
Ordered, That Standing Orders 211 and 236 be suspended, and that the Committee on the Bill have leave to sit and proceed forthwith.—(Mr. Caldwell.)

TRAMWAYS ORDERS CONFIRMATION (No. 2) BILL [Lords].
Not amended, considered; read the third time, and passed, without amendment.
WORKINGTON RAILWAYS AND DOCKS BILL [Lords].
Reported, with Amendments; Report to lie upon the Table, and to be printed.

TRAMWAYS PROVISIONAL ORDERS CONFIRMATION (No.4) BILL [Lords].
Reported, with Amendments [Provisional Orders confirmed]; Report to lie upon the Table, and to be printed.
Bill, as amended, to be considered To-morrow.

PETITIONS.
  COLLIS, SARAH ELIZA.
  Petition of Sarah Eliza Collis, for redress of grievances; to lie upon the Table.
LICENSED PREMISES (HOURS OF SALE) (SCOTLAND) BILL.
Petition from Wick, in favour; to lie upon the Table.
SALE OF INTOXICATING LIQUORS TO CHILDREN (No. 2) BILL.
Petitions in favour, from Horsham; Colchester (two); Kingston-on-Thames; and Fulham; to lie upon the Table.
SOLDIERS AND SAILORS ON ACTIVE SERVICE.
Petition from Plumstead, for legislation, to lie upon the Table.
SUNDAY CLOSING (MONMOUTHSHIRE) BILL.
Petitions in favour, from Colchester; Yoxford; and Walpole; to lie upon the Table.
RETURNS, REPORTS, ETC.
  CHARITABLE DONATIONS AND BEQUESTS (IRELAND).
  Copy presented, of Fifty-fifth Annual Report of the Commissioners of Charitable Donations and Bequests for Ireland [by Command]; to lie upon the Table.

LAND REGISTRY.
Return presented, relative thereto [ordered 25th May; Mr. H. D. Greene];

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to lie upon the Table, and to be printed. [No. 306.]

LOCAL TAXATION (SCOTLAND) ACT, 1898.
Copy presented, of Return showing the Total Payments into and out of the Local Taxation (Scotland) Account for the financial year 1899–1900 [by Command]; to lie upon the Table.
TRADE REPORTS (ANNUAL SERIES).
Copy presented, of Diplomatic and Consular Reports, Annual Series, Nos. 2491 and 2492 [by Command]; to lie upon the Table.
PAPER LAID UPON THE TABLE BY THE CLERK OF THE HOUSE.
Lunacy.—Copy of Return to the Lord Chancellor of the number of visits made and the number of patients seen by the several Commissioners in Lunacy during the six months ending on the 30th Juno, 1900 [by Act].

CIVIL SERVANTS (RETIREMENT AT THE AGE OF 65).
Copy ordered, "of Treasury Minute, dated the 19th day of July, 1900, stating the circumstances under which certain Civil Servants have been retained in the Service after they have attained the Age of 65, and of the Return therein referred to."—(Mr. Hanbury.)
Copy presented accordingly; to lie upon the Table, and to be printed. [No. 307.]

JOINT STOCK COMPANIES.
Copy ordered, "of Return of the names, objects, or business, places where business is or was conducted, date of registration, number of persons who signed the Memorandum of Association, total number of shares taken up by such subscribers, nominal capital, number of shares into which it is divided, number of shares taken up, amount of calls made on each share, and the total amount of calls received, of all Joint Stock Companies formed since the 1st day of January, 1899, to the 31st day of December, 1899, inclusive, distinguishing whether the companies are limited or unlimited, and also the number of shareholders in each of the said companies at the date of the last Return, and whether still in operation or
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being wound up; of the total number having their registered offices in the City of London, or within five miles of the General Post Office; and of the total number and the paid-up capital of all registered companies which are believed to be carrying on business at the present time."—(Mr. Ritchie.)

QUESTIONS.

  CHINA—ANTI-FOREIGN OUTBREAK— RECENT NEWS.
  MR. JAMES LOWTHER: Has the Under Secretary for Foreign Affairs any news from China?
  THE UNDER SECRETARY OF STATE FOR FOREIGN AFFAIRS (Mr. BRODRICK,): We have no direct news concerning the fate of the Legations, but the following telegrams have been received from Her Majesty's Consul at Tientsin, dated July 25th and 27th respectively—
  "July 25th.—It is reported by messenger who failed to deliver letter to Legation that according to what he heard in Peking, no tiring on Legation occurred between July 15th and July 19th. He found strong body of troops composed almost entirely of Jung-lu's men all round Legation. He say Chinese are in force at Pei-tsang, that river is blocked there by sunken craft, and that breach in left bank, in order to flood country to eastward, has been made."
  "July 27th.—A letter dated Peking, July 22nd, has been received from Japanese colonel. Since July 17th there had been no firing on Legation."
  As to this I notice that greater details are given in the press than have reached Her Majesty's Government.

  COMMAND AND COMPOSITION OF THE ALLIED FORCES.
  *SIR E. ASHMEAD-BARTLETT: I beg to ask the Under Secretary of State for Foreign Affairs who is to command the allied force for the relief of Peking, and if he can inform the House what is its composition.
  MR. BRODRICK: Owing to the defects in telegraphic communication in China we do not yet know precisely what troops have arrived, and I am not in a position to make any statement as to the command.
  *SIR E. ASHMEAD-BARTLETT: May I ask the right hon. Gentleman whether he is in a position to say that her Majesty's Government have asked, or that a demand has been made by them to the Powers, that the command in chief should be in the hands of a British officer?
  *MR. SPEAKER: Order, order! That does not arise out of the question.

  PEKING RELIEF EXPEDITION.
  *SIR E. ASHMEAD-BARTLETT: I beg to ask the Under Secretary of State for Foreign Affairs whether the relief force has started for Peking, and, if not, what is the cause of the delay.
  MR. BRODRICK: I answered this question on Friday, when I said that no advance to Peking has yet been considered possible by the military authorities, but we understand that preparations for it are now far advanced.

  RUSSIAN CONTROL OF THE TA-KU AND TIENTSIN RAILWAY.
  *SIR E. ASHMEAD-BARTLETT: I beg to ask the Under Secretary of State for Foreign Affairs whether he has any information to the effect that the Russians have assumed the sole control of the railway line from Ta-ku to Tientsin, and beyond to Peking, as the line is restored, and also of the telegraph and telephone.
  MR. BRODRICK: At a council of the Admirals, hold on July 16th, it was decided that the railway between Ta-ku and Tientsin should be guarded and managed by the Russian forces. We have informed the Russian Government that as this arrangement may be the most convenient in the circumstances we do not wish to raise objection, but that it must be clearly understood that the line will revert to its former management on the termination of the present hostilities.
  *SIR E. ASHMEAD-BARTLETT: Are we to understand from the right hon. Gentleman's reply that sailors are still in charge of the land forces in China?
  MR. GIBSON BOWLESwas understood to ask whether anything had definitely been laid down as to the reversion of the railway.
  [No answer was given.]

  GERMAN EMPEROR'S SPEECH AT BREMERHAVEN.
  DR. TANNER: I beg to ask the Under Secretary for Foreign Affairs whether, in view of the German Emperor's speech at Bremerhaven on the occasion of the embarkation of troops for China, British troops will still be liable to work with German troops; if a German officer receives the command of the allied forces, will British troops serve under him; if the Emperor's speech, as reported, was 10 the effect that the German soldiers are to take no prisoners and are neither to give nor take quarter; and if it is true that Pope Leo XIII. has expressed his earnest desire that no policy of retaliative vengeance shall be resorted to by the Powers, or be permitted by any Power.
  MR. BRODRICK: We have no information as to the German Emperor's speech, and we are not aware whether the report as published in the newspapers accurately represents what His Majesty said. The British troops in China will co-operate with all the allied forces, but no arrangement has been made to put them under the command of a foreign officer.
  DR. TANNER: Will inquiry be made?
  [No answer was given.]

  SOUTH AFRICAN WAR—BOER TREATMENT OF BRITISH PRISONERS.
  MR. JAMES BAILEY: I beg to ask the Under Secretary of State for War whether he has any information to the effect that there are nearly two thousand British prisoners at Nooitgedacht, in the Transvaal; that for the past fortnight they have not had meat nor salt, that hour was running short, and that clothing and money were urgently needed; and whether, since communications between our Consul General at Lorenzo Marques and the Boer Commission have ceased, and there are therefore no longer means of reaching the prisoners through Delagoa Bay, the Government are taking any steps to relieve the position or lessen the hardships of the prisoners through other channels.
  The following question also appeared on the Paper:—
  *MR. KIMBER: To ask the Under Secretary of State for Foreign Affairs whether the Foreign Office has made or is willing to make any and what efforts to procure the friendly offices of the Portuguese Government as a medium of communication with the Boers and their British prisoners of war at Nooitgedacht, and obtaining permission to send to them clothing and medical necessaries, and at least to have information of their welfare, and the names of the living, the sick, and the dead, if any; and, in the alternative, will the Foreign Office move the Portuguese Government to ask Mr. Kruger to name some officer of his own who may be permitted to receive and convey to and from the prisoners letters from and to their friends, open if required, and even subject to censorship.
  *THE UNDER SECRETARY OF STATE FOR WAR (Mr. WYNDHAM,): If my hon. friend the Member for Wandsworth will allow me, I will answer at the same time the question which he has put down on this subject. As I stated in debate on Friday there is the most earnest desire on the part of Her Majesty's Government to do all that is in their power for the prisoners at Nooitgedacht. Consul General Crowe has made every effort to forward supplies of foods, clothing, and medical comforts to them; and as soon as we received an intimation that the Transvaal Government would no longer receive any communication on the question of the prisoners except from Lord Roberts, a telegram was sent to Lord Roberts asking him to bring pressure to bear on the Transvaal authorities in order to ameliorate the prisoners' condition. That being so, it is not thought advisable to seek the intervention of the Portuguese Government.

  LIEUTENANT DANKS, MANCHESTER REGIMENT.
  MR. BAINBRIDGE: I beg to ask the Under Secretary of State for War whether he is aware that Lieutenant Danks, of the Manchester Regiment, was mentioned in despatches relating to the battle of Elandslaagte on 21st October, 1899, and that those despatches were not published in the Gazette prior to his death, on 31st May, 1900, from the effect of wounds received in that engagement; and, in the case of such a death in a military hospital
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  in England, will he state whose duty it is to inform the relatives of the fact; and is it usual to send any intimation of regret from the War Office.
  *MR. WYNDHAM: Lieutenant Danks was not mentioned in despatches. His, parents were present at his death, and therefore it was not necessary to send any notification. The person responsible for notifying the death of an officer dying in a military hospital at home is the officer commanding the unit to which the officer was attached on being sent home.
  MR. SWIFT MACNEILL: Was not this gentleman mentioned in the report furnished by his colonel?
  [No answer was given.]

  TREATMENT OF INVALIDED OFFICERS.
  MR. BAINBRIDGE: I beg to ask the Under Secretary of State for War whether, if an officer invalided home from the seat of war requires the attention of specialists while in a military hospital in England, it is the rule that such advice has to be obtained and paid for by the officer himself or his relatives.
  *MR. WYNDHAM: If the medical officer in charge of a patient is of opinion that the assistance of a specialist is required, the cost would be borne by War Department funds.

  THE SURRENDER OF GENERAL PRINSLOO'S FORCE.
  SIR E. ASHMEAD-BARTLETT: Can the Under Secretary for War give the House any confirmation of the telegram announcing the surrender of General Prinsloo and a large force of Boers in the Orange River Colony?
  *MR. WYNDHAM: The telegram was printed as an official communication from the War Office.

  LEGAL ADVISER TO THE MILITARY GOVERNOR OF THE TRANSVAAL.
  SIR BRAMPTON GURDON: I beg to ask the Under Secretary of State for War whether Mr. John Douglas Forster has been appointed legal adviser to the Military Governor of the Transvaal; whether this is the same person

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  who was recently, under the stage name I of Adolphus Ellis, manager of a theatrical company in the Transvaal; and what experience of the law he possesses for the important post for which he has been selected.
  *MR. WYNDHAM: Nothing is known on this subject at the War Office; but the Secretary of State for the Colonies informs mo that Mr. Forster held this post as a temporary arrangement until the appointment of a legal adviser to Lord Roberts, which has now been made.

  INVALIDED SOLDIERS IN THE HOME DISTRICT.
  DR. TANNER: I beg to ask the Under Secretary of State for War if any explanation can be given of the higher ratios being again given against the Home district as regards invaliding, average sick, and constantly sick; and if any medical evidence can affirm and give a reason for the average duration of cases being the highest figures, as in the previous year, both in Woolwich and in the Home district.
  *MR. WYNDHAM: No definite reason can be assigned for this.
  DR. TANNER: Will the hon. Gentleman inquire into the matter? This is the third year in succession I have put the question.
  *MR. WYNDHAM: I do not think there is any other reason except that the Home and Woolwich districts are the more thickly populated.

  SALISBURY MANŒUVRES—ENTERIC FEVER.
  DR. TANNER: I beg to ask the Under Secretary of State for War whether any medical inquiry has been held upon the cases of enteric fever reported from Cork, Fermoy, and the Cove of Cork, after the return of the men from the manœuvres on Salisbury Plain; and if the plaint of the Army Medical Report will obtain attention this year.
  *MR. WYNDHAM: Medical inquiries have been made into all these cases of enteric fever. All representations made in the annual report of the Army Medical Department receive attention; but I am not aware to what particular point the hon. Member refers.
  DR. TANNER: Salisbury Plain is not a thickly-populated district, at any rate.

  WAR OFFICE CLERK AS COMPANY PROMOTER.
  MR. HAZELL: I beg to ask the Under Secretary of State for War whether his attention has been called to the public inquiry at the Bankruptcy Court on the 16th and 17th inst., in connection with the promotion and failure of the Klondyke and Columbia Goldfields, Limited, with disclosed liabilities £5,737, and no available assets, and with a total deficiency to the creditors and contributaries of £45,855; whether he has observed that Mr. J. Morris Catton stated, on examination on that occasion, that he was the promoter of the company, and was a clerk in the War Office, and had promoted no less than eighteen companies before and after office hours, and that some of these companies were not now in existence, and that he was at the time of the promotion of this particular company on leave through ill-health; whether he is aware that Mr. Catton also carries on the business of advertising agent, under the name of J. Morris and Co., and received payments amounting in all to £1,283 in connection with advertising for this company; what action has been, or will be, taken by the War Office in relation to Mr. Catton's proceedings; what was the certified cause of ill-health under which he obtained sick leave, and was his action as a company promoter in accordance with the rules of the War Office; and is it proposed to retain him in the public service.
  *MR. WYNDHAM: Mr. Catton's services in the War Office ceased in December, 1897.

  VOLUNTEERS AND RIFLE CLUBS IN IRELAND.
  MR. PATRICK O'BRIEN: I beg to ask the Under Secretary of State for War whether the War Office will take any steps to establish Volunteer corps or rifle clubs in Ireland for the purpose of training in the use of arms the young men of that country, whose services are willingly accepted by the War Office, and have been so highly praised by Her Majesty the Queen.
  *MR. WYNDHAM: As has been previously explained to the House, the establishment of Volunteer corps in Ireland is

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  a question of legislation. In regard to rifle clubs the Secretary of State is in correspondence with the Irish Government as to the conditions under which rifle clubs may be formed in Ireland.
  MR. PATRICK O'BRIEN: What are the difficulties?
  *MR. WYNDHAM: As I understand it, there is in force in Ireland an Act known as the Peace Preservation Act, which prohibits the formation of Volunteer corps. It is a question for the Irish Government whether the Act should be repealed.
  MR. PATRICK O'BRIEN: The Members for Ireland would give every facility for repealing it.

  KILBRIDE RIFLE RANGE, WICKLOW.
  MR. JAMES O'CONNOR: I beg to ask the Under Secretary of State for War if he can state the number of Roman Catholic officers and soldiers stationed at the Kilbride rifle range, county Wicklow; and how far the nearest Roman Catholic church is from the range; and whether any arrangement has been made to provide the Roman Catholic soldiers stationed at the Kilbride range with the services of a chaplain.
  *MR. WYNDHAM: There are only five Roman Catholics among the troops now stationed at Kilbride rifle range. No special arrangements to provide a chaplain for them have been made. There is a Roman Catholic church three miles from the range.

  MILITARY AFFRAY AT SPIKE ISLAND.
  DR. TANNER: I beg to ask the Under Secretary of State for War whether an affray took place on 23rd July at Spike Island, Cove of Cork Harbour, between men of the Cork Militia and men of a Dorset Regiment; whether the Dorsets attacked the Cork men for singing Irish patriotic songs, and whether after the Cork men had beaten the Dorsets back into their quarters, the Englishmen were ordered to take down and fix bayonets for the purpose of attacking the unarmed Irish Regiment; whether all the officers were on shore at the Cove, and can he state who was the responsible
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  officer in command; and will the Dorset Regiment be removed without delay, and an inquiry instituted into the alleged proceedings.
  *MR. WYNDHAM: The disturbance originated in the canteen. There was stone throwing on both sides, commenced by the Cork Artillery. It was stopped by the non-commissioned officers without calling on the officers. Orders were not given to fix bayonets. All the officers of the Cork Artillery were in barracks and the orderly officer of the Dorsets. The Dorset regiment will not be removed.

  COMMITTEE ON NAVAL BOILERS.
  MR. EDMUND ROBERTSON: On behalf of the hon. Member for the Clitheroe Division of Lancashire, I beg to ask the First Lord of the Admiralty whether tie can make any statement as to the constitution of the Committee on Boilers for Her Majesty's ships.
  THE FIRST LORD OF THE ADMIRALTY (Mr. GOSCHEN,): We have been busily engaged on the constitution of this Committee, but I have not yet received answers to some of the communications I have addressed to various gentlemen.
  MR. WOLFF: Can the right hon. Gentleman inform us whether the Commission will be a paid Commission?
  MR. GOSCHEN: It is under consideration. I think, yes. Some gentlemen will be employed from whom we can scarcely claim that they shall give gratuitous service.

  BELLEVILLE AND CYLINDRICAL BOILERS—COMPARATIVE COAL CONSUMPTION.
  MR. GIBSON BOWLES: I beg to ask the First Lord of the Admiralty has he any official information to the effect that during the preliminary cruise preceding the Naval Manœuvres now proceeding the cylindrical boiler ship "St. George "used 383 tons of coal, while the Belleville boiler ship "Ariadne "used 800 tons; can he give any explanation of the fact that the Belleville boiler ship consumed twice as much coal as the cylindrical boiler ship; and were the two ships making the same voyage in the same squadron at the same speed; and, if not,

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  what was the difference between their respective voyages, speeds, and distances run.
  MR. GOSCHEN: I have no information to the effect suggested by the hon. Gentleman. The Admiralty have received, as yet, no report upon the movements of the cruisers named during the preliminary cruise, nor as to the coal burnt.

  NAVAL MEDICAL OFFICERS.
  DR. TANNER: I beg to ask the First Lord of the Admiralty if the long-promised concession in favour of naval medical officers which was stated some months ago to be settled for immediate working, namely, giving medical officers the opportunity of visiting and studying at Metropolitan hospitals for a period of from three to six months on return from a long term of foreign service on full pay, is now working; and, if so, how many officers have availed themselves of the concession.
  MR. GOSCHEN: Naval medical officers have for many years past been permitted to pass through a post-graduate course at Metropolitan hospitals. The number allowed has, by the regulations of the 1st November last, been increased from seven to twenty annually, but, owing to the despatch of a considerable number of naval medical officers to the Cape and China, it has not yet been found possible to allow this increase to take effect.
  DR. TANNER: Will the right hon. Gentleman kindly grant a Return for the information of those on whose behalf I have put the question?
  MR. GOSCHEN: I will look into the matter if the hon. Member will put it down.

  ROUMANIA—PERSECUTION OF JEWS.
  LORD EDMOND FITZMAURICE: I beg to ask the Under Secretary of State for Foreign Affairs if the attention of the Foreign Office has been drawn to the continued persecution of the Jewish population in Rou-mania, and the denial to them of civil and political rights; and if the Roumanian Government has been reminded that their conduct in these matters is contrary to the Treaty of Berlin.
  *MR. BRODRICK: Reports have appeared in the European press that the emigration of Jews from Roumania which has recently taken place has been caused by the illtreatment of the Jews by the authorities, but according to the information received by Her Majesty's Government there are no good grounds for this statement. It is understood that the Jews in Roumania are not naturalised, but no complaints have reached Her Majesty's Government, and consequently no representations have been made by them to the Roumanian Government of the subject.

  THAMES AND SEVERN CANAL.
  LORD EDMOND FITZMAURICE: I beg to ask the President of the Board of Trade if any public local inquiry was held by the Board of Trade in regard to an application made by the Gloucestershire County Council for a warrant authorising the abandonment, under The Railway and Canal Traffic Act, 1888, of the Thames and Severn Canal prior to the issue of the said warrant, and why a notice of the issue of the abandonment warrant and of a Provisional Order embodying a scheme for the acquisition and management of the Thames and Severn Canal by the Gloucestershire County Council was not sent to the Wiltshire County Council, which, by the terms of The Thames and Severn Canal Act, 1895, is one of the guarantors of the revenue of the canal, and why that Council was thus deprived of any adequate opportunity of satisfying itself that the scheme of management as issued was not inconsistent with the conditions of their resolution of assent to an application for abandonment; and, seeing that immediately after the published general notice inserted in the Gloucestershire newspapers of the issue of the abandonment warrant and Provisional Order in the latter part of June, a Provisional Order Confirmation Bill was introduced by the Board of Trade into the House of Lords, and was thrown oat on 5th July as not complying with the Standing Orders of that House in regard to time, he will state whether the Board of Trade satisfied themselves, that the regulations as to the making of applications and the conduct of proceedings referred to in paragraph 45 (8) of the Railway and Canal Traffic Act, 1888, were adequately complied with, and if it is to be understood that abandonment,

  27
  warrants may in future be issued without a public local inquiry, and whether he is aware that since the issue of the warrant notice of opposition has been given to the Provisional Order Confirmation Bill by a landowner who complains that he had no opportunity of being heard before the matter was decided.
  THE PRESIDENT OF THE BOAED OF TRADE (Mr. RITCHIE,): No local inquiry was held in this case, as no objections to the scheme, which had been fully advertised, has been received. The Wiltshire County Council passed resolutions, which they communicated to the Board of Trade, that, subject to certain conditions, they did not object to the warrant or the Provisional Order. As these conditions were forgiven effect to no notice to the county council appeared to be necessary. Notice was given of a motion to suspend the Sessional Order to allow of the introduction of a Bill to confirm the Provisional Order, but upon objection being raised the motion was withdrawn, and the Bill was not introduced. The Board of Trade are satisfied that the provisions of the Act were complied with in this instance, but the question of the necessity of holding a local inquiry is one that must depend upon the circumstances of each case. I am not aware of any notice of objection or complaint on the part of a landowner on the ground that he had no opportunity of being heard.

  VICTORIA MUSEUM AND ROYAL COLLEGE OF ART.
  LORD BALCARRES: I beg to ask the Vice-President of the Committee of Council on Education if the Reports of the Departmental Committee on the organisation of the Victoria Museum and the Royal College of Art can be issued as a Parliamentary Paper.
  THE VICE-PRESIDENT OF THE COMMITTEE OF COUNCIL ON EDUCATION (Sir J. GORST,): These Reports are of a confidential character, and cannot be laid before Parliament.

  CONTROL OF EDUCATIONAL ENDOWMENTS—TRANSFER TO THE EDUCATION BOARD.
  SIR FRANCIS POWELL: I bog to ask the Vice President of the Committee of Council on Education whether
  28
  a statement will be laid upon the Table this session explaining the general effect of the draft Order in Council by which certain powers of the Charity Commissioners in regard to educational endowments in England are to be made exercisable by the Board of Education, and indicating the classes of questions which under that Order will have to be referred by governing bodies to the Charity Commissioners and to the Board of Education respectively.
  SIR J. GORST: Yes, such a statement is now being prepared, and will be laid on the Table before the end of the session.

  LONDON SCHOOL BOARD—HIGHER ELEMENTARY SCHOOLS.
  MR. PICKERSGILL: I beg to ask the Vice President of the Committee of Council on Education whether the London School Board have applied for the recognition of 79 out of 932 senior departments of their schools as higher elementary schools; whether the Board of Education has replied to the School Board for London in reference to each school; whether, if they are not prepared to agree to any particular school they will state the ground for declining, whether it be a sufficient supply of such accommodation in the neighbourhood or the character and range of the curriculum; and whether they will give the School Board for London an opportunity for submitting reasons in support of each application to which objection is taken.
  SIR J. GORST: The application of the London School Board was for seventy-nine departments in block, and the answer of the Board of Education was general. An application for any specific school would be considered separately and a specific answer given. But the schools in question do not seem to be of the type to which the grants of the higher elementary schools Minute would be applicable.

  POSTAGE OF SCIENTIFIC JOURNALS.
  MR. BAINBRIDGE: I beg to ask the Secretary to the Treasury, as representing the Postmaster General, whether, in view of the fact that the periodic journals of scientific societies do not enjoy the same postal rates as are granted to weekly publications registered as newspapers (the cost incurred on the former being a tax

  29
  on the dissemination of valuable and useful knowledge by scientific societies, and detrimental to the advancement of scientific industries), the Postmaster General will consider the advisability of arranging that the postage on publications of scientific societies shall be at the same rates as are in force for registered newspapers.
  THE FINANCIAL SECRETARY TO THE TREASURY (Mr. HANBURY,): It is estimated that the concession in the matter of postage which has been accorded to newspapers results in a loss to the Post Office revenue, and in these circumstances the Postmaster General would not feel justified in taking steps for extending the concession to other publications. The lion. Member might perhaps be interested by reading, if he has not already done so, a Report made by a Departmental Committee and presented to Parliament in January, 1897, on the question of extending the newspaper post. (House of Commons Paper, No. 39 of 1897.)

  SOUTHAMPTON CUSTOMS HOUSE.
  SIR BARRINGTON SIMEON: I beg to ask the Secretary to the Treasury whether he can state when the new Customs House at Southampton, the site for which was acquired in 1898, will be commenced.
  MR. HANBURY: The works will be begun in October or November next.

  KILMORE PIER (WEXFORD) BREAKWATER.
  SIR THOMAS ESMONDE: I beg to ask the Chief Secretary to the Lord Lieutenant of Ireland if he is aware that the breakwater at Kilmore Pier, in county Wexford, which was constructed under the supervision of the Board of Works, has been certified as improperly executed by the Government contractor, and the breakwater not erected in the position originally determined upon; if he is aware that the breakwater is now in ruins; if this breakwater has been paid for by a free grant, or by a loan for which the ratepayers of the district are liable; and whether he will have inquiry made into the circumstances of the case.
  THE CHIEF SECRETARY FOR IRELAND (Mr. G. W. BALFOUR,):The breakwater at Kilmore
  30
  Pier was certified to have been completed to the satisfaction of the engineer to the Board of Works and of the county surveyor, and no certificate was given that the work was improperly executed. It was erected in the position shown on the approved plans. The board are not aware that the breakwater is in ruins, as stated. Some damage was found to exist early last year, and the board at once reminded the county authorities of their responsibility to repair the damage. The cost of the breakwater was met by a free grant of £5,838 and a loan charged on the barony of £1,946 with interest. A further inspection will be made by the board for the purpose of securing, necessary, the execution of works of maintenance by the county, on whom the responsibility in this respect lies.

  HISTORICAL MANUSCRIPTS COMMISSION—MANUSCRIPTS OF THE IRISH FRANCISCANS.
  SIR THOMAS ESMONDE: I beg to ask the Chief Secretary to the Lord Lieutenant of Ireland if the manuscripts of the Irish Franciscans will be published as promised by the Historical Manuscripts Commission in the course of this year.
  MR. G. W. BALFOUR: I am informed that the manuscripts will shortly be ready for publication.

  ADMINISTRATION OF THE WEIGHTS AND MEASURES ACT IN IRELAND.
  MR. SWIFT MACNEILL: On behalf of the hon. Member for East Mayo, I beg to ask the President of the Board of Trade if he will state what sum during the past twelve months has been paid over to the Board of Trade from fines recovered in Ireland, under the Weights and Measures Act, and what sum has been expended by the Board of Trade in the training at the Constabulary Depot in Dublin of inspectors under the Weights and Measures Act.
  MR. G. W. BALFOUR: At the request of my right hon. friend I will reply to this question. No portion of the fines recovered in Ireland under the Weights and Measures Act is paid over to the Board of Trade. All such fines, except in cases where one-third of the penalty is awarded to the prosecutor, are payable to the Crown, pursuant to the thirteenth section of 14 and 15 Vict. c. 90. The application of fines accounted for under

  31
  this enactment is shown in the Returns annually laid before Parliament. A sum of £100 per annum is paid to the Board of Trade out of fees for the verification of standards under Section 19 of the Weights and Measures Act, 1889, to meet the expenses incurred by that Department in Ireland, including the holding of examinations at the Constabulary Depot by officers of the Board of Trade. The expenses of members of the constabulary attending the depôt are not paid by that Department, but out of the verification fees.

  DERRY AND DONEGAL STEAMERS— SUBSIDY TO MR. HERDMAN.
  MR. SWIFT MACNEILL: I beg to ask the Chief Secretary to the Lord Lieutenant of Ireland whether a subsidy has boon granted by the Congested Districts Board to Mr. John Herdman, of Sion Mills, Strabane, who is the owner of steamers trading from Derry to the northwest ports of Donegal, with a view to a reduction in the rate of freight; and if he will state what has been the amount of the subsidy and the proportionate reduction in the rate of freight.
  MR. G. W. BALFOUR: A subsidy of £600 per annum for three years from the 1st July, 1898, has been granted to Mr. Herdman, trading as the Donegal Steamship Company. The object of the Congested Districts Board in granting the subsidy was to secure an efficient service on the Donegal coast at reasonable freights, and not to effect a reduction in freights.

  SPIDDAL FAIR.
  MR. CAREW: I beg to ask the Chief Secretary to the Lord Lieutenant of Ireland whether he is aware that the municipal authorities of Galway city levy a toll per head on cattle purchased at the fairs in Spiddal, which is some ten miles outside of the municipal boundary of Galway; and can he state by what authority this charge is exacted, and how long it has been in force; and if it is not a legal charge, will he take any steps to put a stop to its exaction.
  MR. G. W. BALFOUR: I am informed by the town clerk of Galway that no tolls of any kind are levied by the municipal authorities at fairs in Spiddal.
  32
  A toll of twopence per head is, however, levied on cattle passing through the toll gaps of the town of Galway, regardless of where they come from, under the authority of Section 42 of the Galway Town Improvement Act, 1853.

  UNITED IRISH LEAGUE—TALLOW BRANCH.
  MR. POWER: I beg to ask the Chief Secretary to the Lord Lieutenant of Ireland for what reason did the police at Tallow, county Waterford, tear down posters issued by the committee of the Tallow branch of the United Irish League, announcing that a meeting of the committee would be held on Sunday, 22nd July, at the committee rooms, to consider the question of issuing cards for the coming year.
  MR. G. W. BALFOUR: Only one such poster was taken down. It was taken down because the constable who removed it attached to the notice an importance which it did not deserve.
  CAPTAIN DONELAN: Can the right hon. Gentleman mention any single case of crime or outrage in Tallow since this branch of the League was established?
  *MR. SPEAKER: Order, order! That hardly arises out of the question.
  CAPTAIN DONELAN: The question refers especially to the League.
  MR. G. W. BALFOUR: There was a notorious case of boycotting.
  DR. TANNER: Has the constable been rewarded?
  [No answer was given.]

  ROYAL IRISH CONSTABULARY— LODGING ALLOWANCES.
  MR. MAURICE HEALY: I beg to ask the Chief Secretary to the Lord Lieutenant of Ireland whether the allowance for lodging money made to married head constables, sergeants, and constables in the Royal Irish Constabulary is the same, and what allowance is made to warders and assistant warders in the prison service for the same purpose.
  MR. G. W. BALFOUR: The reply to the first part of this question is in the affirmative. The allowance to warders whose families cannot be accommodated

  33
  with prison quarters is £1 10s. per month in certain towns and £1 3s. 6d. in other towns. This allowance is inclusive of fuel and light. There is no such rank as assistant warder in the prison service.

  R.I.C. DEPOT—OFFICE OF BARRACK-MASTER.
  MR. MAURICE HEALY: I beg to ask the Chief Secretary to the Lord Lieutenant of Ireland whether he is aware that a vacancy has arisen in the position of barrack master at the Royal Irish Constabulary depot; whether he can state how many, and what proportion of, staff appointments in the Royal Irish Constabulary are held by Roman Catholics; and whether, in view of the small number of such appointments held by Roman Catholics, the present vacancy created by the retirement of a Roman Catholic will be filled by a Roman Catholic.
  MR. G. W. BALFOUR: The answer to the first paragraph is in the affirmative. Of the officers' staff at the Constabulary I depot, the adjutant, musketry instructor, veterinary surgeon, police instructor, and the medical assistant to the surgeon are Roman Catholics. The commandant, riding master, and surgeon are Protestants. The officer selected to fill the vacancy in the barrack mastership has been chosen from among the senior district inspectors as being the best qualified for the office and as having the strongest claims by police service for the appointment, irrespective of religion. He is a Protestant.

  LAND ACT RETURNS.
  MR. MAURICE HEALY: I beg to ask the Chief Secretary to the Lord Lieutenant of Ireland whether any Return of estates prepared in relation to proceedings under Section 40 of the Land Act of 1896, subsequent to the third Return, has yet been presented to the Land Judge; and, if so, whether the same will be laid upon the Table and printed in the same manner as the previous Returns.
  MR. G. W. BALFOUR: The fourth Return of estates referred to has been prepared, and will be laid on the Table of the House in the course of the present week.

  IRISH LOCAL GOVERNMENT OFFICIALS—RETIREMENT REGULATIONS.
  MR. TULLY: I beg to ask the Chief Secretary to the Lord Lieu-
  34
  tenant of Ireland whether the Local Government Board have decided in the case of any existing officer, who was not sixty years of age on the appointed day under the Local Government Board (Ireland) Act, 1898, that he was not entitled on his retirement through ill-health or otherwise to a pension according to the Civil Service scale, where it was refused by the local authorities.
  MR. G. W. BALFOUR: The schoolmaster of the Longford Workhouse inquired if he would be entitled to a superannuation allowance on retirement, his age being fifty-five years. He was informed by the Local Government Board that a union officer cannot claim a pension under Section 118 of the Act of 1898 unless he was sixty years of age on the appointed day, and had on that date completed twenty years poor law service. The provisions of the Union Officers' Superannuation Acts apply as heretofore to the grant of pensions to officers who do not fall within the terms of Section 118 of the Act of 1898, and it rests with the guardians to determine whether they would grant him a pension and the amount of such allowance, under the former Acts.

  COUNTESS OF LEITRIM'S ESTATE— CASE OF MICHAEL HOLOHAN.
  MR. TULLY: I beg to ask the Chief Secretary to the Lord Lieutenant of Ireland whether the Land Commission can explain why, in the case Michael Holohan, tenant, Countess of Leitrim, landlady, tried at the Sub-Commission at Ballyconnell, on the 24th November last, an abatement of £1 2s. 9d. was allowed in the rent for reclamation, although the tenant proved he had expended £400 on this work, and whether he is aware that the tenant was rented on an acreage of 79a. 3r. 36p., although he only holds 77a. 0r. 30p., and what redress it is proposed to allow the tenant in this case.
  MR. G. W. BALFOUR: In the case to which the question presumably refers, the judicial rent was fixed by the Sub-Commissioners after hearing the evidence offered by the landlord and tenant. The Order of the Sub-Commissioners had been appealed against by both parties, and this being so the Land Commissioners decline to make any observations upon a case at present before them for judicial decision.

  CORK INLAND REVENUE OFFICES.
  MR. MAURICE HEALY: I beg to ask the Secretary to the Treasury whether new premises have yet been taken for the offices of the Inland Revenue Department in Cork; and, if so, when the change to thorn will be made.
  MR. HANBURY: The conveyance of the new premises to the Board of Works is on the point of completion. Some alterations will be necessary before they can be opened to the public; but the necessary plans have been already prepared, and every effort will be made to carry them out speedily.

  CORK POST OFFICE.
  DR. TANNER: I beg to ask the Secretary to the Treasury, as representing the Postmaster General, how soon will the newly acquired site adjoining the public office in Pembroke Street, Cork, be ready, and will it correspond architecturally with the old post office in Pembroke Street or with the one in George Street.
  MR. HANBURY: The additional ground acquired for the enlargement of the Cork Post Office is in the hands of the contractor who is working at the foundations. The new buildings will correspond architecturally with the old post office in George Street.

BUSINESS OF THE HOUSE.
SIR H.CAMPBELL-BANNERMAN: Will the Leader of the House state the course of business for this week.
THE FIRST LORD OF THE TREASURY (Mr. A. J. BALFOUR,): The Bill of my right hon. friend the Chancellor of the Exchequer will be introduced to-night in Committee of Ways and Means. As I have before suggested to the House, I think it would be most convenient to take the discussion on the Second Reading, and if that is understood I will put the Second Reading down as the first Order on Wednesday. It is very important that the House should make progress with the Companies Bill, and I hope that immediately after the resolution has been taken in Ways and Means the House will continue with that Bill tonight and to-morrow until it is finished. After that the Military Lands Bill and the Money lending Bill are the chief
36
measures the House will have to deal with. When I was asked for facilities for private Members' Bills, I said that those which were really wholly unopposed; should be starred according to practice; and become Government measures. I have endeavoured to make out what these Bills are. First, there is the Ancient Monuments Protection(North Wales) Bill. Then there is the Tramways (Ireland) Bill, and if, as I understand, there is not to be any discussion on that Bill, there is no reason why it should not be starred. There; are two other Bills which have not reached their Second Reading—the Diocesan Registration Bill and the Members of Local Authorities Relief Bill. If these Bills are opposed, they will ipso facto be lost, but I have not heard of any opposition to them as yet. Then there is the Copyright Bill, which has been very earnestly pressed upon my attention by gentlemen on both sides of the House, and which I believe is important in connection with certain discussions between Her Majesty's Government and Canada. I should be very glad if that Bill could pass, and if it is unopposed it may have a chance. That Bill has not reached its Second Reading, and it is evident that it is in great peril, but I would not like its chance to be entirely destroyed at this instant.
SIR H. CAMPBELL-BANNERMAN: I believe that a private Bill which will give rise to considerable discussion is to be taken this week. If it is put down for Thursday it would be something between a calamity and a scandal, because Thursday is the last day upon which Supply is to be taken.
MR. A. J. BALFOUR: As the House knows, I have no control over the arrangements which the promoters of private Bills think fit to adopt.
MR. PARKER SMITH: Will the Town Councils (Scotland) Bill, now before the House of Lords, be starred?
MR. A. J. BALFOUR: I am not aware of the position of that Bill. If it has passed through this House, I think it would be very proper to star it, unless the Lords Amendments are of a kind to convert it into a controversial measure.

MERCHANT SHIPPING (LIABILITY OF SHIPOWNERS AND OTHERS) BILL.
Lords Amendment to be considered forthwith; considered, and agreed to.
MESSAGE FROM THE LORDS.
That they have agreed to—Tithe Bent-charge (Ireland) Bill and Housing of the Working Classes Act (1890) Amendment Bill, with Amendments.
TITHE RENT-CHARGE (IRELAND) BILL.
Lords Amendments to be considered To-morrow, and to be printed. [Bill 316.]
HOUSING OF THE WORKING CLASSES ACT (1890) AMENDMENT BILL.
Lords Amendments to be considered upon Thursday, and to be printed. [Bill 317.]

WAYS AND MEANS.
Order for Committee read.
Motion made, and Question proposed, "That Mr. Speaker do now leave the Chair."

INTERCEPTION OF PUBLIC REVENUE.
*MR. GIBSON BOWLES: I have to intervene for a short time in order to raise a question which is important constitutionally, since it affects the powers of this House. Let me state at once what my grievance is. It is that, instead of the whole of the receipts for the public accounts being paid into the much as£18,000,000 of or nearly that amount. Exchequer, as public money, never reaches the Exchequer, and does not appear in the revenue and expenditure accounts. The effect of this is to falsify the accounts, to prevent comparison with former years before this practice was adopted, and to seriously impair the control of this House over public expenditure, inasmuch as this money escapes being annually voted. When I put the motion down the Chancellor of the Exchequer said I had taken an unprecedented course. But even if that be so. I assert that the act is not unjustifiable, This practice of deception is only eighteen years old, but it is growing to such an extent that even an unprecedented course is justified in order to call attention to it. As regards Supply, there is only one Amendment to be put on the motion
38
that you, Mr. Speaker, leave the Chair, and the subject must be restricted to Supply, but when the House proposes to go into Committee of Ways and Means any number of Amendments may be moved, and you sometimes got as many as fifteen or sixteen, embracing all sorts of subjects, from conventual institutions down to them is deeds of income-tax collectors. There is, in fact, no subject barred, and when, in1861, a Committee sat on the business of the House, it avowedly refused to restrict this right of moving Amendments ongoing into Committee of Ways and Means, on the ground that it was a legitimate opportunity for the introduction of discussions on a wide variety of subjects. The rule itself, too, was enlarged so late as 1891, when the Standing Order was so amended as to allow Amendments on your leaving the Chair to be moved not only with regard to Ways and Moans, but also with regard to a new subject—the Committee on East India accounts. That motion was received with favour by the right hon. Gentleman the Member for West Monmouthshire and by the Vice-President of the Committee of Council on Education on behalf of the Government. I trust, therefore, the Chancellor of the Exchequer will not be angered with me for taking this very first opportunity of drawing the attention of the House to this extremely important subject, especially as I promise to endeavour to compress my remarks into as small a space as possible. The last Return on the subject for which I moved has been made up to 31st March last. It shows that the following public moneys are not paid into the Exchequer:—Customs, £204,000; Excise, £5,000,000; estate duties, £4,200,000. The total is £9,251,160. Then there come the appropriations-in-aid. These are sums which formerly naturally went into the Exchequer, but which, in consequence of the modern system introducedin1891, the Departments are themselves allowed to take in diminution of the amount they ask the House to grant for these expenses. These amount to £6,700,000, in addition to which there are certain payments which the Departments make of their receipts—the Post Office being the chief offender—amounting to £1,575,000.Consequently, the £9,521,160, the £1,575,242, and the £6,702,776 amount altogether to £17,799,178, and that is the sum to

39
which my complaint refers. I am afraid I cannot dispense with a short history of the matter, and I will begin with the appropriations-in-aid. The House will observe that, roughly speaking, one-half the amount consists of appropriations-in-aid and payments out of the revenue by Departments and the other half of sums intercepted from the tax-collector and paid over to the Local Taxation Account. First, as to the appropriations-in-aid. Before 1810, when old naval stores were sold, they were charged with pensions and all sorts of payments. In 1810 an Act was passed to prevent that, and as regards the Navy the right principle was for the first time asserted. Every receipt, whether from old stores or any other quarter, was thenceforward paid into the Exchequer, and the Vote for the Navy included the total amount expended by the Navy, and not the amount less appropriations-in-aid. At that time and until many years later the collecting or revenue Departments of the State—in fact every Department that ever got any money into its hands other than by Vote of Parliament—were accustomed to pay their own expenses, only the balance going into the Exchequer. In 1831 the Commissioners of Public Accounts drew attention to this great abuse, and in their first Report dealt with the larger question of the payment of the gross revenue to the Exchequer, which involved the voting of the charges for the collection and management of the public revenue, which at that time were paid out of the revenue collected, and the net revenue only was accounted for to the Exchequer.
"The Commissioners considered that no branch of administration should be permitted to dispose of any other funds than those specially voted for its service by Parliament"
—these £18,000,000 are not specially voted for its service by Parliament—
"and that all public moneys should be paid in the first instance to the Exchequer."
That is what my resolution reaffirms. That was not the last time the matter received attention. In 1848 the House passed a resolution almost identical with that which I am now moving. This is the resolution of 13th May, 1848—
"That this House cannot be the effectual guardian of the revenues of the State unless the whole amount of the taxes and the various other sources of income received from the public accounts be either paid in or accounted for to the Exchequer."
40
That, as the House will see, is practically the same as there solution I submit to-day. It embodied the only true and safe principle of public accounts, and the Treasury of that day, foreseeing no doubt: what the resolution was that would be passed by the House, had a few days before made a Minute to the effect of that Resolution, namely, that all extra receipts; should be paid into the Exchequer. They directed that the Government Departments of public expenditure should thenceforward submit their annual Estimates to Parliament without the deductions on account of appropriations-in-aid, that Votes should be asked for the whole of the sums required for the naval and military services, and that the extra receipts should be paid to the Exchequer and be appropriated in the same manner as other moneys appropriated to the Consolidated Fund. That was the resolution of 1848, and it was carried out in 1849. From then the right system prevailed and lasted until 1881. The principle was reaffirmed in 1857, when the Select Committee on Public Money said this—
"Although the Acts 17 and 18 Vic, c. 94, and 19 and 20 Vic, c.59, have removed from the public revenues the charges of collection and management of hereditary and other pensions charged thereon, and the gross revenues are consequently now paid to the Consolidated Fund, yet it is considered that there is no security that the Government may not order payments unauthorized by parliament to be made out of those revenues before they are transferred to the Consolidated Fund."
It was the suspicion of this Committee, on Public Moneys that the Government I might order unauthorised payments. I do not pretend to have such a suspicion now, but in 1857 it was at the bottom of the Committee's minds, and they therefore said—
"…it is essential to a complete Parliamentary control of the public money that no part of it should be arrested in its progress to the fund for which alone it can be issued and applied with Parliamentary sanction. It is therefore suggested that it may be provided by law that the gross receipts of the Customs, Inland Revenue, and Post Office Departments, after providing there out for the payment of drawbacks, bounties, repayments, and discounts, shall be paid or transferred to the account of the Consolidated Fund at the Bank of England and Bank of Ireland."
That suggestion of the Committee was carried out, and in 1866 the "Exchequer and Audit Departments Act," which was a renewed and most solemn affirmation and enactment of the right principle, was

41
passed. By that Act it was provided that the Commissioners of Inland Revenue, of Customs, and the Postmaster General, should pay their gross receipts to the Exchequer—the principle I am now contending for. I would also call attention to the opinion on this subject of a very eminent official of this House—namely, Sir Erskine May, who in 1879 said—
"The propriety of presenting the accounts of public income and expenditure in a correct and intelligible form is universally admitted. They should exhibit, beyond the reach of misunderstanding, the total burthens upon the people, and the actual cost of each Department of the State. Formerly the system of accounts was such as to keep out of sight a considerable portion of the gross receipts and expenditure."
That is what I charge against the present system.
"The charges of collection were deducted from the gross revenue, and fees and other extra receipts were appropriated from the payment of the salaries of several departments, the balance only being defrayed by Parliamentary grants. The gross amounts of income and expenditure were thus apparently reduced—"
Yes, that is the object—to make government appear to be cheaper than it is—
"while large sums were withdrawn from the direct control of Parliament, and a wide financial discretion was left to the Departments."
Then he goes on to tell the story I have just related to the House—that this system was objected to and a remedy found. It was about this time the Treasury first conceived the plan of extending the appropriations-in-aid. Sir Erskine May was not wholly opposed to that, but he attached the very remarkable condition that if the appropriations-in-aid were to be deducted from the gross Estimates, at any rate this House should vote the gross Estimates, and the amended sums be provided in Committee of Ways and Moans. He said—
"If the proposed scheme were adopted, the gross expenditure would still be voted."
My complaint now is that the gross expenditure is not voted. The House votes the net expenditure, and it has no control whatever over the remainder except that it may remark upon the appropriations-in-aid themselves which make the difference between the net and the gross expenditure. Thus from 1810 to 1879 the right way was sought and followed, but the Memorandum of Sir Erskine May to which I have just referred may almost be
42
said to have been the song of the dying swan of finance, for almost immediately after the Treasury with, I am sorry to say, the agreement—though not, I think, the whole agreement—of the Public Accounts Committee, suggested the new method, which has been in operation almost ever since. The reasons of the Treasury were these. In the Minute of 27th June, 1881, they state with regard to the extra receipts that—
"The payment of a large proportion of these receipts into the Exchequer, and the consequent voting or re-voting which they represent have the effect of over-stating both the public revenue and the expenditure, or, as the public understand it, the taxation of the country and the cost of government."
Not at all. Those are two entirely different things. Taxation and expenditure are one thing; the burdens of the country are another. Receipts are receipts, from whatever source they are received; expenditure is expenditure, for whatever purpose it is incurred. Your receipts may be one sum, and your taxation another. You may come, as it were, into a fortune; you may inherit a large death duty, which may enable you to make your taxation less, but nevertheless that is all receipt, and it seems to me that the Treasury confuse expenditure and revenue with what is quite a different thing—namely, the burden of taxation on the people. However, that is the reason they gave. They said, further, that it would involve re-voting. But that is a necessary incident of our system of accounts. The national system of accounts is a strict and annual cash account, and therefore when you have cash to be expended in the course of the year, and you have not expended it, it must go over to the next year, and the next year if you want to expend it it must be re-voted. So long as you hold to your system of an annual cash account without a balance brought forward, and without a balance carried forward, so long must you either spend what you have in the year or re-vote it. This very Treasury Minute recognises the true principle while proceeding to violate it. It says—
"Every penny coming into the hands of a Department is to come under the view and control of Parliament."
But then it recommended the system which we now have, by which many many pennies are taken out of the control of Parliament, and that system was adopted. This wrong system, therefore, was adopted

43
so recently as 1882, and its extension has been so enormous in the eighteen years since then that appropriations-in-aid now amount to eight and a half millions. Now I come to the effect on this House. Of all these appropriations-in-aid not one penny appears in what is called the Revenue Account. When my right hon. friend rises to make his statement, what he deals with is what he calls the receipts of the Exchequer. No part of this £18,000,000 appears in these Exchequer receipts. Again I say that every penny of those appropriations-in-aid escape all control by this House. When I asserted that fact once before in October last in a question, the Chancellor of the Exchequer said he thought the statement was too broad. I should like the right hon. Gentleman to explain how it is too broad. I got a considered answer to a question which I put on this point to the Chairman of Committees, by whom I was told that the appropriations-in-aid were not grants made in this House, but were made under the Public Accounts and Charges Act, 1891, by the authority which the Treasury exercised under that Act. I was told that we could not touch a penny of them, and that "the Committee, in voting the net sum, sanctions the expenditure of the gross sum." Therefore, we are entirely without any control over it. I do not think my right hon. friend will now dispute my point, although he seemed to doubt it when I first suggested it. I think it is absolutely true. Now I come to my second head, which is the interception of taxes for the purpose of being paid over to the Local Taxation Account. These taxes amounted in 1898–99 to £9,521,160 and in 1899–1900 to £9,916,825, or close upon £10,000,000, which is taken away from the taxes collected on their way to the Exchequer, and handed over to the Local Taxation Account for local purposes. This plan is only twelve years old, for it was in 1888 that the new method of intercepting these taxes was first initiated in connection with the Local Taxation Act of that year. It was never contemplated then that the total would reach £10,000,000, and the present First Lord of the Admiralty at that time estimated it at £5,500,000. Part of the increase is due, I know, to some extent to the Agricultural Rates Act of 1896, but there has also been an increase in other portions of the grant.
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If you want to make gifts or doles to local governing bodies you should make it a certain fixed annual sum. It is one of the vices of this system that the local people never know what they are going to get and we never know what we shall have to pay. It is, therefore, bad in principle. It is contrary to the resolution of 1848, which provided that all the revenue should go into the Exchequer, and I believe that to be the only sound principle. It is opposed to the Exchequer and Audit Act of 1866, which enacted that all gross receipts should go into the Exchequer. This alteration was made in 1888, and I think the House is more to blame for agreeing to this change than the Treasury or the Chancellor of the Exchequer of the day. In 1888 the House tore up the resolution of 1848 and destroyed in all its essence the Exchequer and Audit Act of 1866. Since then, interception of a new kind has gone on, and what I want the House to know is that again and again the Department have attempted to get control over the money over which this House should have control; again and again this House has resisted them and re-established the principle upon which the money should be dealt with. It is only during the last eighteen years that this attempt has grown up, and as a student of finance I invite the House to affirm the true principle and say that all this money should go to the Exchequer. Under the present system this money escapes every one of the safeguards which this House and the wisdom of our ancestors has devised in dealing with public money. You do not need a Minister to propose an interception of this sort, for it may be proposed by any private Member. I often expect to find an hon. Member from Ireland standing up to propose that several millions shall be intercepted in order to support some excellent Irish agricultural scheme. It escapes the Committee, and there need be no resolution in Committee. It is not subject to an annual grant by Parliament, and is not subject to annual review, but once done it remains a perpetual first charge, not definite and fixed, but of varying amount. This second head of interception by Act of Parliament for Local Taxation account is much worse than the first head, because appropriations-in-aid, although they cannot be touched by Parliament, yet they can be discussed on

45
Estimates; but the interceptions that are made out of the Customs, Excise, and Death duties for Local Taxation cannot even be discussed. The appropriations-in-aid appear in the Appropriation Bill, and there again they may be discussed, although I believe that the rule of the House is that no Amendment can be moved, but the interceptions for Local Taxation do not appear in the Appropriation Bill at all—they are permanently charged by a permanent Act. In this way control over nearly £10,000,000 has gone from us for ever. I will not enter upon the objections that might be made with regard to the system of sops and doles, and gifts to local authorities from the Imperial Revenue. I think they lead to local extravagance and waste, and often do more harm than good. That is not part of my argument to-day. My argument to-day is that it is essentially wrong, false finance, and essentially mischievous to intercept any portion of the public revenues from coming to the Exchequer; and if this is done as it is done to-day to the tune of £18,000,000, I think the time has come when some attention should be paid to it. This House should remember that this is £1,500,000 more than the whole of Mr. Pitt's revenue in 1792, which was £16,500,000. Therefore we are withdrawing from the financial control of this House a sum larger than the whole of the national revenue of 1792, and I do not think that I need make any apology for drawing the attention of the House to this question. I am sorry for having detained the House so long, but I am approaching the end of my remarks. The result of this system is to falsify the accounts and prevent a fair-comparison. How can you compare the accounts in which £18,000,000 are omitted with the accounts for years when no such omission has taken place? I think I am right when I say that the constitutional theory as to finance is that there should be annual grants in Committee of Supply; that we should annually find the money in Committee of Ways and Means; and that all the money so found shall be paid into the Exchequer and only be capable of being taken out by Act of Parliament; and finally that we should have annual accounts. I hold that if you touch any part of that system you destroy the whole. What I feel most strongly of all is that you destroy the control of Parliament. Let me dwell
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for a moment on this question of national accounts. There are various methods. In France they treat each year as though it were a separate entity, and whatever expenditure belongs to the year, whether contracted before or after, comes into that year. That is not our case, for we have deliberately adopted the system of an annual cash account in which no balance is brought forward and from which no balance is carried forward. No doubt this has its defects. It might, perhaps, with advantage lie supplemented with a national balance-sheet. You would have to put on one side many assets, including the Suez Canal shares, and on the other not only your national debts, but also your liabilities to foreign countries, which are very enormous. This makes the present situation more serious than it otherwise would be. I want once more to point out to the Committee that this Interception of Revenue is not an ancient abuse or a well-considered method, but it is entirely new. The first appropriation-in-aid began in 1882, and it is now £8,500,000. The first interception for local taxation began in 1888, and it is now nearly £10,000,000. My contention shortly is that all these sums ought to be paid into the Exchequer, and what I fear is that unless some attention be called to this matter, as I have endeavoured to do, this system will go on as it has been going on, increasing to a large extent, and the result will be that the Minister will have at his disposal a large sum entirely independent of Parliamentary control. As I have said, the House may justly be blamed for this, but Parliament did not foresee that it would grow to such an extent when it adopted this system. I affirm that all public money should be paid, in the first instance, into the Exchequer, because it is essential for a complete Parliamentary control of that public money that no portion of it should be arrested in its progress to that fund from which alone it can be issued and applied with Parliamentary sanction. I affirm the propriety of presenting the accounts of public income and expenditure in a correct and intelligible form, and finally I affirm the resolution of 1848, which declares—
"That this House cannot be the effectual guardian of the revenues of the State unless the whole amount of the taxes and of various other sources of income received for the public accounts be either paid in or accounted for to the Exchequer."

47
Hon. Members may think that this is merely a question of accounts, that the money does not get embezzled, and that it is all spent on the State. It is much more than that. It is a question of the power, the authority, and the duty of this House. Every halfpenny of this £18,000,000—it will soon, I think, be £20,000,000—ought to be controlled by this House. Let me beg the House to remember that it is the control of the purse that has made this House what it is, and can keep it what it is. This House has no power to make peace or war, or to make treaties, but as long as it holds the purse-strings it will remain one of the most potent bodies in the British Empire—aye, in the world. But if the House is content to part with its control over large sums of money, then I say it is parting with the most important of its duties and the greatest of its powers. I move, Sir.
MR. MALCOLM: I rise to second the motion, and will only say that I think a few words from the Chancellor of the Exchequer with reference to the somewhat complex machinery by which our financial arrangements are regulated would be appreciated by the House.
Amendment proposed—
"To leave out from the word 'That,' to the end of the Question, in order to add the words, 'this House cannot be the effectual guardian of the revenues of the State unless the whole amount of the taxes and duties and of all other receipts received for the public account be paid into the Exchequer,' instead thereof."—(Mr. Gibson Bowles.)
Question proposed, "That the words proposed to be loft out stand part of the Question."
*THE CHANCELLOR OF THE EXCHEQUER (Sir M. HICKS BEACH,): Mr. Speaker, I do not deny the importance of this subject, but I think the House will agree that a more unsuitable occasion for bringing it under our notice could hardly have been selected. We are within a few days of the end of the session, when the time of the House is particularly valuable, and it was generally expected that the earlier part of the evening would be devoted to another subject. In and out of season during the last five years the hon. Member has brought the matter before the House,
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and his own opinion of the urgency of the motion is best shown by the fact that he allowed it to remain on the Notice Paper of the House for more than four months without moving it.
MR. GIBSON BOWLES: I could not move it before.
*SIR M. HICKS BEACH: I have been puzzled to understand what, under such circumstances, could have been the motive of the hon. Member in bringing forward this matter to-night, but in the earlier portion of his speech the hon. Member explained his motive, and it appeared to be this: that it was desirable to reassert a forgotten principle. For nearly the whole of the last forty years there has been no occasion on which an Amendment has been moved on the motion that the Speaker do leave the Chair on going into Committee of Way and Means; but the hon. Member, with his accustomed ingenuity, has discovered that, though preventing such motions on going into Committee of Supply, the House omitted to deal with them on Committee of Ways and Means, and I trust that the House will take the earliest opportunity of remedying that defect. I do not complain of the hon. Member for exercising what no doubt is his technical right—[Mr. SWIFT MACNEILL: Technical!]—but I shall be excused, if I deal with the motion very shortly indeed. The hon. Member said a good deal about what he considered to be the iniquity of intercepting the revenue for the purpose of the Local Taxation Account. Parliament deliberately did that by the Act of 1888 and subsequent Acts, and neither the Treasury nor any resolution of the House can interfere with those Acts, or alter the practice established by Parliament. It may be right or wrong—I am not going to argue that now—but it is one of the subjects which is under the consideration of the Local Taxation Commission, and when that Commission reports will, undoubtedly, be the time for the House to consider any recommendation which may be made in regard to it. But the main part of the hon. Member's speech was devoted to the appropriation of extra receipts in diminution of the gross expenditure of the Department to which they belong. The hon. Member attached great importance to cer-

49
tain opinions which were expressed and resolutions arrived at in past days, but he attached no importance at all to the result of the later consideration which altered the practice which it was found impossible to continue, and established the practice which now prevails. What are the extra receipts the appropriation of which by the several departments to which they are paid is so unjustifiable in the view of the hon. Member? They are moneys incidentally realised or recovered by Departments in the process of conducting the services charged on Imperial funds, and they are of all kinds. They are payments from India or the colonies for military or other charges, or for stores or war materials supplied, with which we have nothing whatever to do. They may be proceeds of sales of old Admiralty or military stores, or they may be receipts from fees, fines, penalties, rents or tolls, or they may be payments for coinage from our colonies, or receipts from Government publications. What happened in regard to them? For a long time, while the resolution referred to by the hon. Member was in force, there was no uniform practice in regard to those receipts. They were, in some cases, paid into the Exchequer; in other cases they were treated as transfers between Votes without appearing in the appropriation accounts; in other cases they were applied by the Department which received; them in diminution of their expenditure without any regular authority or proper financial control; and the result of that was that about the period at which the hon. Member ended—in the early seventies—the Comptroller and Auditor General called the attention of the Public Accounts Committee of the House of Commons to the want of uniformity of practice with a view to a remedy being provided, and the Public Accounts Committee, in their turn, called the attention of the Treasury to the matter. A Treasury Departmental Committee sat on the subject in 1876 and 1877, and the result of their inquiry was a scheme, which was framed by the late Lord Frederick Cavendish, who was then Financial Secretary to the Treasury, and who had been Chairman of the Public Accounts Committee, under which the departments to which these payments wore made were allowed to take those extra receipts in diminution of their votes on three conditions—first,
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that the gross amount of expenditure should be shown to Parliament; secondly, that the Department should not by these means be able to expend money unknown to Parliament; and, thirdly, that the system should be carefully watched by the Audit Office. That scheme was applied, with the sanction of the Public Accounts Committee, in the first place, to the Army and Navy expenditure in the year 1881, and in l883 the Public Accounts Committee approved of its extension to the Votes for the Exchequer and Audit Departments. They expressed their general concurrence with the view that one uniform system should, as far as possible, be observed throughout the service, and they said they would therefore be glad to see a gradual extension of the system as occasion offered to those Civil Service Votes which readily admitted of it. The system was gradually extended, and has been gradually extended to other Votes since that time, and it has statutory sanction, if I may say so, in the second section of the Public Accounts and Charges Act, 1891, which provided that all money declared by any Act of Parliament or by the Treasury to be an appropriation-in-aid should be dealt with without being paid into the Exchequer. The result to my mind is that uniformity of procedure has been to a great extent secured, and that that uniformity has been accompanied with strict Parliamentary control. When the hon. Member says that there is no Parliamentary control over these extra receipts, what control does he want. Does he want Parliament to direct the Departments to refuse them? It is not a question of granting or withholding expenditure, and why should a Department refuse receipts offered to it?
MR. GIBSON BOWLES: What I want is simple. I want these receipts paid into the Exchequer and controlled by Parliament.
*SIR M. HICKS BEACH: The hon. Member wants that all these extra receipts should, in the old fashion, be paid into the Exchequer and that the House should vote the gross expenditure instead of the net expenditure. Does not the hon. Member see how misleading such a course would be? Take the Army or Navy, or Mint expenditure. The tax-

51
payers of the country have nothing whatever to do with the expenditure of the War Office or of the Admiralty which is recouped to those Departments by the Colonies for troops, ships, guns, or whatever it may be.
MR. SWIFT MACNEILL: They are the masters of the Government.
*SIR M. HICKS BEACH: The hon. Member does not see the point. If the House were to vote on all these occasions the gross instead of the net expenditure a completely false conception would be spread abroad of the amount of the total expenditure which was paid for by the taxpayers of the country. The hon. Member for King's Lynn said something about the change of system having interfered very much with a proper comparison of our financial accounts from year to year. The hon. Member desired to go back to the old system, but in doing so he would introduce a double complication of accounts, and to my mind there is nothing more certain than this that in dealing with matters of account, we should as far as possible retain the existing system, so that proper comparisons can be made from year to year. It would take very strong reasons indeed to induce Parliament to change the present system for a method which would make it extremely difficult, if not impossible, to keep correctly all the national accounts. The hon. Member is a member of the Public Accounts Committee of this House, and this is a matter primarily for the consideration of that Committee. Hitherto that Committee have for years past uniformly supported the existing system and desired its extension. If the Public Accounts Committee were to express any opinion upon this subject, desiring that the present system should be reconsidered, or that any change should be made in it, it would undoubtedly be the duty of the Treasury to consider it from any point of view which they might urge. For the present I think the existing system should he maintained, and I hope the House will reject the motion of the hon. Member.
Question put and agreed to.
Main Question put and agreed to.

WAYS AND MEANS.
Considered in Committee.
(In the Committee.)
[Mr. J. W. LOWTHER (Cumberland, Penrith) in the Chair.]
*SIR M. HICKS BEACH: In proposing the resolution which I have placed in your hands, Mr. Lowther, I think my first duty is to remind the Committee of the statement which I made on the 6th of April last in regard to the expenditure and revenue of the country during the present financial year. On that occasion I stated that the estimated expenditure for the current financial year would be £150,061,000 and that the revenue would amount to £127,520,000, showing a deficit for the year of £22,541,000. That, added to the deficit of £13,882,000 for the previous year, made a total sum of£36,423,000, and I proposed to provide for that sum by borrowing, as I have already done, through Treasury bills to the extent of £8,000,000 and through the War Loan of £30,000,000, issued at a price of 98½, yielding a net proceed of £29,550,000. In all, therefore, I borrowed £37,550,000, as against a deficit of £36,423,000, so that the deficit was more than covered by £1,127,000. That was the statement which I placed before the House on the 6th of April last. I need not detain the Committee to-day with any fresh remarks as to the revenue of the country. I stated then that owing to the large anticipatory payments, under the heads of Customs and Excise, in the last quarter of last year there must necessarily be a very heavy falling off in the earlier part of the present year as compared with a similar period of the year preceding. My anticipations were realised, as hon. Members are aware who have seen the return of the yield of the first quarter, but they were not more than realised, and the process of recovery is now going on. I see no reason to anticipate that the yield of this year's revenue will be less than I anticipated last April. But, of course, there is another tale to tell with regard to the expenditure. Hon. Members are aware that since the original Estimates of the year were laid on the Table large Supplementary Estimates have been presented and voted by the House. I do not propose this evening to say anything

53
about some of the minor Supplementary Estimates. They would not in the ordinary course necessitate the provision of Ways and Means to meet them. But I have to remind the Committee that the House has voted £3,000,000 towards the expenditure that may be required in China, £200,000 towards the Ashanti Expedition, £1,250,000 Supplementary Navy Estimates, £7,440,000 for purposes connected directly with the war in South Africa, and £1.060,000 for other military purposes, a total in round numbers of £13,000,000. Of course, of those items the Chinese and Ashanti expenditure could not be anticipated in March last, when our original Estimates were framed, and I warned the House at that time, in introducing the Budget of the year, that some provision would have to be made for the additional reserves of guns and ammunition which form a very large part of the Supplementary Naval Estimates. The £7,440,000 for what I may call strictly South African purposes is due, of course, to the unhappy prolongation of the war in South Africa. In March last we advisedly took nothing in our Estimates on account of that war for the return transport of troops, or for the gratuities to be given to them at the end of the war. We omitted to do so for two reasons—in the first place because it was impossible to tell what might be the duration of the war, and I do not think we could at that time have come down to the House and asked Parliament to make provision for such purposes as that. In the second place it was possible that the war might terminate earlier than it has done, and that some of the funds which Parliament had provided for carrying it on might have been devoted to the return transport of troops and to the gratuities to be given to them at the end of the war. So that, in that case, any further provision would not have been required. But all this was explained fully to Parliament at the time, and there was no concealment whatever in regard to it. Of course it is now clear, in the first place, that more will be required for the South African war than we anticipated last March. My hon. friend the Under Secretary for War on Friday last fully explained the nature of the requirements—how the Vote included provision for contingencies as well as for certain special services, which had not been provided for
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in the original Estimates. I do not think I need dwell upon that subject, except, perhaps, to say that, so far as I have been able to ascertain—and it is, of course, no easy matter when a war is carried on on the other side of the world—I believe, having due regard to the number of troops employed, that the rate of weekly or monthly expenditure on the war has certainly not been more, and has probably been less, than we anticipated when our Estimates were made. Therefore, what I have to ask the Committee to consider to-day is a sum of £13,000,000. Now, how much of that do we require to provide in Ways and Mean? I have already reminded the Committee that my borrowings through the War Loan left me with something more than £1,000,000 beyond the Estimates that were laid on the Table in March, and I may also remind the Committee that at the same time I took further borrowing powers to the extent of £5,000,000 beyond the provision necessary for these Estimates, so that I have a margin of £6,000,000 towards the £13,000,000 now required. According to the Estimates laid on the Table then, £7,000,000 has still to be provided. I do not propose, and I think hon. Members will not be surprised to hear it, to ask Parliament for additional taxation towards providing it. I take that course for precisely the same reasons that weighed with me, and were, I think, accepted by the House and the country last autumn. I do not think that the middle of the financial year is a convenient time to increase taxation, having regard to the interests of trade. I propose to ask powers to borrow the sum which I require, but I will ask the Committee to confide in me to a larger extent than the £7,000,000 to which I have referred—I will ask them, in fact, to allow me a considerable margin, as I asked for a considerable margin in March last. Of course, if happily it should not be required it will not be borrowed. I shall do so for two reasons. In the first place, hon. Members are aware that under our financial system in an ordinary year the yield of the last quarter is more prolific than that of any of the preceding three quarters. The great bulk of the income-tax comes in then, and it is especially the case when, as in the present year, a great part of our additional taxation will arise from the addition to the income-tax. The result

55
is that in an ordinary year the Chancellor of the Exchequer of the clay has always to provide, by temporary borrowings from the bank on Ways and Means, or on deficiency advances, for the financial requirements of the country while the revenue is accruing during the first three quarters of the year. That has been, of course, more necessary this year than in an ordinary year, because the war expenditure so far has been very heavy, and our present indebtedness to the bank is as much as £8,500,000. They have taken £3,000,000 of Treasury bills, half of which fall due on 30th September, and the remaining half on 30th December, and have lent us £3,000,000 on deficiency advances, and £2,500,000 on Ways and Means. Therefore I want a margin of borrowing power by which I may be able to go to the market to relieve the financial exigencies of the moment, through some form of borrowing that would not increase my indebtedness to the bank, which I do not think in the general interest ought to be increased beyond what I have named, and which would provide for temporary requirements pending the falling in of the revenue in the latter part of the year. But I have a still stronger reason for making this request for a large margin to the Committee. As I have told the Committee, throe millions of the Supplementary Estimates are for purposes connected with China. Well, what is happening or may happen there, or even what is past, is absolutely uncertain. We cannot tell what expenditure it may be necessary for us to incur on account of events that have happened or may happen in China. We do not yet know as an absolute certainty—though I fear there is very little reason to doubt—that the terrible outrage which is alleged to have been committed at Peking has actually occurred; but, if so, of course it is our duty, together with other Powers whose representatives have suffered in that terrible tragedy, to exact reparation from China for that outrage, because that is the only way to obtain security for the future. I think we may expect that the sum of three millions, already voted by the House, will suffice for operations that may be necessary in regard to this matter. With regard to our general policy towards China, I am sure there will be general agreement with that policy in the House and in the country when I
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say it is not one of territorial conquest. But we must remember that our main interests in China are not in the north of that Empire. We have great and most important interests in other parts, and, although the three millions already voted will probably be twice what is likely to be the cost of the expedition now on its way, or under orders, yet I do think Parliament would desire not to separate without entrusting to the Government of this country, in the circumstances before us, ample provision to protect our interests in China generally in whatever circumstances may occur. Therefore, on this ground, even more than on the ground of the temporary financial exigencies already alluded to, I ask the Committee to concede to me an extra margin of borrowing power. What I propose is that I should be authorised to borrow up to the extent of thirteen millions. I would ask the Committee, as they did in regard to the War Loan, to grant me the option of deciding the best mode of placing that sum on the market, in the way and at the time which may seem to mo most convenient. In the War Loan Act, I was empowered to borrow by bonds, stock, or Treasury Bills. The bonds and stock under the War Loan, the Committee will remember, were not to exceed in duration a term- of ten years. I do not propose to ask for any permanent borrowing powers; I desire to adhere to the principle established by the War Loan Act, that we should, as far as possible, ear-mark our borrowing for the purposes of this war as temporary borrowing, and that it should automatically almost point out to the Chancellor of the Exchequer of the day—whether I occupy the position or it is occupied by anybody else—that it is his duty at the earliest possible time to make provision for the redemption of the loan. I do not say anything now, I cannot say anything now, as to the mode in which provision should be made; that must form part of the first financial statement after the war in South Africa is happily concluded and we see what the total cost of the war has been to us and how much we are able to recover from the Transvaal. As to that latter point, our Estimate will become more definite as time goes on, but we may already note one important particular, that the mines in the Transvaal have escaped material injury. I ask the Committee to give me

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another option on this occasion besides the issue of War Loan or Treasury bills. It may not be convenient at present to add to the War Loan. On the other hand, we have outstanding eighteen millions in Treasury bills, including the £8,000,000, which may be considered the normal issue, and the market for Treasury bills might well be overstocked. I therefore ask for powers in this resolution to raise the money either by further issue of War Loan or issue of Exchequer bonds for three or five years or by further issue of Treasury bills. I think it is extremely probable that the issue of Exchequer bonds might commend itself to those who might not be desirous of taking Treasury bills, and, on the other hand, I should be glad, I confess, if my loan were for a shorter term than the ten years War Loan. I think I have concluded all that is necessary for me on this occasion to state to the Committee in regard to the resolution. I am afraid it is not an agreeable statement to the Committee; I am certain it is not agreeable to myself. It is much pleasanter to announce a surplus, but I have to ask the Committee to provide for a deficit, and they are well aware of the reasons for that deficit. They have without objection or opposition voted the Supplementary Estimates the Government have proposed, and therefore I cannot anticipate there will be objection to making provision in Ways and Means for those Estimates. I think my proposals to-day will have been generally expected, and I commend my resolution to the Committee.
Motion made, and Question proposed—
"1. That towards making good the Supply granted to Her Majesty for the service of the year ending on the thirty-first day of March, nineteen hundred and one, sums not exceeding thirteen million pounds may be raised (in addition to any sums already authorised to be raised in the present session) by all or any of the following methods—

(a) by means of the issue of further war stock or war bonds under the War Loan Act, 1900; or

(b) by means of the issue of Treasury bills; or

(c) by means of the issue of Exchequer bonds;

and that the principal and interest on any money so raised be charged on the Consolidated Fund.
"2. That all expenses incurred in connection with raising the said sums, including any additional remuneration to the Banks of England and Ireland, be charged on the Consolidated Fund."—(Mr. Chancellor of the Exchequer.)
SIR H. CAMPBELL-BANNERMAN: The right hon. Gentleman has made a most clear and at the same time a most important statement to the Committee. But I gathered early in the evening that the House generally agreed with the proposals of the Leader of the House that the discussion which will be necessary on the policy of the Government should be deferred until we come to a later stage—until we come to the discussion of the Bill itself; and as that is to be taken on Wednesday I think it the general desire of those on this side of the House is to content ourselves with expressing our gratitude to the right hon. Gentleman for the lucidity of his statement, and reserving to ourselves the liberty to discuss the policy upon the next occasion.
*SIR M. HICKS BEACH: In reply to the right hon. Gentleman I should like to say, what I ought to have added before, that I have very carefully considered the matter, and it is my decided belief that the borrowing powers asked for will suffice until the end of the current financial year.
MR. LLOYD-GEORGEsaid he did not rise to continue the discussion, but merely to ask one or two questions. The right hon. Gentleman in his statement said he had provided for a sum of £61,000,000 up to the 31st of September, and ho anticipated that that would be sufficient for the cost of the war to that date. It was a rather curious fact that although by the resolution before the House another £7,000,000 or £8,000,000 had been added, and there had been a further live months war, necessitating the movement of some 40,000 or 50,000 more troops than it was anticipated would be necessary, the amount now asked to be voted was still £61,000,000 only. He thought some explanation was necessary.
*SIR M. HICKS BEACHsaid the Under Secretary for War explained on Friday that the original Estimates made a considerable provision for a continuation of the war beyond the

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date of the 30th September. The latest news received encouraged the hope that the war would lie over by the end of September.
MR. LABOUCHERE: Will the right hon. Gentleman be good enough to make clear what will be the exact amount of the £61,000,000 which he estimates will be thrown on the taxes of the present year?
*SIR M. HICKS BEACH: I gave the original Estimate in March, but owing to circumstances which were not then anticipated, another Estimate was given which the lion. Member will find in my statement of the 6th April.
MR. PICKERSGILL: The right hon. Gentleman told us a moment ago that he estimated that £3,000,000 would be sufficient in respect of the expedition to Peking, but we have learned from the Paper just circulated that a financial guarantee was offered to Japan in respect of the part Japan was to take in the prospective expedition. My question is whether the £3,000,000 covers only the cost of our own troops in the expedition to Peking, or whether it also covers the financial guarantee which we understand is to be given to Japan.
*SIR M. HICKS BEACH: Financial assistance was offered to Japan, as appears in the Papers laid on the Table of the House, provided that Japan sent a much larger number of troops than she had already sent at an earlier date. Time was the essence of the offer; that offer was not accepted, and there is no liability with regard to Japan.
Resolution to be reported To-morrow; Committee to sit again upon Wednesday.

COMPANIES BILL.
As amended (by the Standing Committee), further considered.
MR. SYDNEY GEDGEsaid he would move the Amendment standing in his name on Sub-section (k) of Clause 12, which dealt with the disclosure required in the prospectus with regard to contracts. The provision in this Bill was to take the place of the clause in the Act of 1867 which they were repealing. It
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had hitherto been customary to insert a clause in applications for shares whereby the applicant waived his right under that clause, the object being to render it harmless to the directors. They were in the present Bill making such a waiver absolutely void. In the Grand Committee he moved the insertion of the words "in writing," but that was objected to on the ground that the words were unnecessary. He thought the words ought to go in to make the sub-section clear.
Moved—
Amendment proposed—
"In page 8, line 3, after the word 'contract,' to insert the words 'in writing.'"—(Mr. Sydney Gedge.)
Question proposed, "That the words 'in writing' be there inserted."
THE ATTORNEY GENERAL (Sir ROBERT FINLAY,): I hope the House will not accept this Amendment. If it were accepted it would amount to an invitation to have contracts other than in writing. There are contracts which would be binding although not in writing. It is desirable that every contract of this kind should be in writing.
Question put, and negatived.
Amendment proposed,
"In page 8, line 3, after the word 'contract,' to insert the words 'made by, or on behalf of, or intended to be adopted by the company."'—(Mr. Sydney Gedge.)
Question, "That those words be there inserted," put, and negatived.
MR. LAWSON WALTON MR. LAWSON WALTON (Leeds, S.) moved an Amendment providing that the requirement to state, among other things, the dates of and parties to every material contract should 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 "five" years before the date of publication of the prospectus. He pointed out that this Bill as originally drawn proposed to make the term five years, but the Committee, for reasons which were not present to his mind, made the term two years. A company as a result of a disastrous contract

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might be under the necessity of raising more capital, and yet, if the contract were more than two years old, under the operation of this section the very contract which was the cause of the company's misfortune would not be required to be disclosed to the people who were invited to subscribe. If the period of two years was adhered to companies would pass through a term of gradation. Companies would not he brought to maturity until their worst material contracts had gone out of date and there was no necessity to disclose then to the public. Company promoting would be made easy and safe provided the company was registered, and authorised to commence business, and then made a fresh issue of shares after the lapse of twelve months.
Amendment proposed—
"In page 8, line 8, to leave out the word 'two,' and insert the word 'five,' instead thereof."—(Mr. Lawson Walton.)
Question proposed, "That the word 'two' stand part of the Bill."
THE SOLICITOR GENERAL (Sir EDWARD CARSON,)admitted there was considerable difficulty in fixing an altogether satisfactory period. The original Bill provided a period of five years, but after discussion the Committee came unanimously to the conclusion that it would be better to make it two years. On the whole he thought two years would be as satisfactory as any other period, because the class of contracts it was desired to have disclosed were contracts made and entered into immediately before the formation of the company, such as contracts for the purchase of the subject-matter of the company. Such were really the material contracts about which it was essential the public should know, and certainly the cases would be rare in which that class of contract would extend over a period longer than two years. In the vast number of cases what the public wanted to get at were really the series of deeds which culminated in the bringing out of a company, and for that a period of two years would generally be sufficient.
SIR ROBERT REIDregretted the Government were not prepared to revert to their original proposal of five years. The policy of the clause was
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that intending subscribers should be given notice of all material contracts. If that was the true policy of the clause, and there was a contract older than two years, why should that contract, being avowedly material, not be disclosed? There were very good purposes for the Statute of Limitations, but he could not see why, if it was acknowledged that all material contracts should be disclosed, such a contract, which was ex hypothesi material, was not to be disclosed merely because it was made two years before. He admitted that his argument went further than the Amendment, but in any case a period of five years would be bettor than one of two years.
*SIR ALBERT ROLLIThoped the Government would accept this most reasonable Amendment. The alteration to two years was a very retrograde stop, and could not be justified by the false analogy of the Statute of Limitations. The basis of that statute was that owing to the lapse of time evidence might not be forthcoming, and doubts might exist as to liability. But here, presumably, the contract was material and existing, and, though material, was not to be disclosed for the guidance of the investor. If a material contract existed and was disadvantageous to a company, what relevancy was there between that condition of things and a limitation in point of time? The principle of the Bill was publicity and the fullest information for the exercise of a reasonable judgment on the part of the investor; and yet the House was told that too much information would be confusing. One thing to be learned by investors was that they must take trouble for themselves, and if a prospectus gave the information it was for them to go through it, and form their own judgment. But the information, so far as material, must be given. He hoped the Government would restore the period of two years, as two was much preferable to live.
THE PRESIDENT OF THE BOARD OF TRADE (Mr. RITCHIE,)said the reason the Government altered the period from five to two years was that in the discussion in Committee many illustrations were given of the great difficulty in which those who desired to give full in-formation would be placed. It would be very difficult for anyone, with every

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desire to give full information, to be sure that every material contract over so long a period as five years was announced to the public. It was considered that two years would be quite sufficient, as it was hardly to be supposed that anyone would enter into contracts which it was not desirable to disclose three or four years before the company was formed, with the idea of withholding from the public the knowledge of those contracts. There was nothing very sacred about five or two years, and if the mover of the Amendment eared to accept three years as a compromise the Government would agree, but otherwise the two years would be adhered to.
MR. HEDDERWICKthought the right hon. Gentleman was under some misapprehension. The subsection did not compel a company to disclose every contract, but only every material contract. When it was urged that there would be great difficulty in filing material contracts over a period of five years, it appeared to be forgotten that that had to be done under the present law, and so far as he knew, no difficulty had been experienced. Another matter to be considered was in connection with the reconstruction of companies. The reply of the Solicitor General did not really touch that point, as he seemed to think that the object would be secured if material contracts for two years before the formation of a company were required to be disclosed. A reconstructed company would be a new company in the eyes of the law, but it was quite possible that a company requiring reconstruction might have been in existence for five or ten years, and many of the contracts might be of five, six, seven, or ten years standing. Was it not material that investors who were invited to put their money in the reconstructed company should have notice of those very material contracts? Under the Bill those contracts would not be disclosed at all. By accepting a period of five years the Government would really not be imposing any greater task upon directors than was at present the ease, and therefore he hoped the period would not be cut down to two or even three years.
MR. BRYCEthought the Government hardly appreciated
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the fact that under this sub-section persons who did not disclose material contracts were given an absolute protection which did not at present exist. If there were no provision enacted, as now proposed, any promoter or director bringing out a company would be bound under the ordinary law to disclose all material contracts, whatever they were; but to insert a provision dispensing with the necessity of disclosing a contract if it was more than two years old positively gave an encouragement to concealment which did not at present exist, and the intending investor was subjected to a danger from which he was now exempt. Under the ordinary law, if a material contract was not disclosed it would be possible for the investor to claim that he had been misled and deceived. He thought, therefore, it would be a pity to narrow the time for disclosure and to depart from the period approved by both the Departmental Committee and the House of Lords. The danger was not so much that persons would begin to construct their designs two years before a company was brought out, as that, when they had made up their minds to bring out a company, if it was found there were some contracts they would rather not disclose, they would postpone the time for issuing the prospectus for a month or two in order to bring those contracts within the protection of this clause. The whole basis of this Bill was to secure the intending investor by giving him the maximum of information, and it would be a pity if, merely for the sake of making the prospectus in some cases a little shorter, that protection should be materially lessened.
SIR ROBERT FINLAYreminded the right hon. Gentleman that it was only if there was actual fraud, if the omission of any reference to a material contract was part of a suggestion or untrue statement with regard to the condition of a company, that there would be a common law liability. Apart from that, there would be no liability for mere omission. He asked the House to appreciate the consideration which weighed with the Committee when this matter was discussed. It was pointed out that if a period of five years were adhered to a very difficult task would be imposed upon those who were responsible for bringing out the prospectus. If there was no limitation,

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or if the limitation was as wide as five years, it would be a very serious matter to go through all the contracts for the purpose of ascertaining which were and which were not material. No one wished this Bill to bear so hardly upon those who might be in the position of directors as to prevent persons of the respectable and solid class assuming the responsibilities of that office. The matter had also to be considered from the point of view of the intending investor. Sometimes the easiest way of conveying practically no information to a man was to be so extremely copious that he overlooked that which it concerned him most to know. Whether the matter was looked at from the point of view of the directors or from that of the investing public, it seemed that two years was a reasonable period, and he therefore hoped the Amendment would not be agreed to.
MR. SYDNEY GEDGEsupported the Government view. While it might be right to go back two years to cover the possibility of contracts having been entered into with the fraudulent intention of concealing them, it would be very unreasonable to enforce the publication of every contract which might be material in the eyes of an investor extending over a period of five years. He therefore hoped the two years would be adhered to.
MR. LAWSON WALTONintimated his willingness to accept the suggestion of the President of the Board of Trade that the period should be three years.
Amendment, by leave, withdrawn.
Amendment proposed—
"In page 8, line 8, to leave out the word 'two,' and insert the word 'three' instead thereof.'—(Mr. Lawson Walton.)
Amendment agreed to.
Other Amendments made.
MR. SYDNEY GEDGEexplained that the object of the Amendment he was about to move was to render it unnecessary, in the case of a prospectus published more than a year after the date at which a company was entitled to commence business, to comply with the requirements of paragraphs (e) and (h) of Sub-section 1
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of the clause. The provision as it stood applied not only to companies which had been in existence and carrying on business for one year, but also to companies which had been carrying on business for twenty or more years. There were a large number of very honest companies which had been formed by taking over industrial concerns, a certain number of paid-up shares or debentures being given to the vendor as purchase money. There were a number of excellent companies in which a man carrying on an industrial concern had found himself unable to pay his way, and had called his creditors together and formed a limited liability company, the creditors being paid in preference shares and he himself taking a certain number of ordinary shares for his own good-will. Some such companies paid exceedingly well; the creditors had got all their money back, and the man himself had been able to get on his legs again and, by good management, his ordinary shares had become of considerable value. If twenty years later such a company went to the public for more capital, what possible object could there be in stating the particulars required under paragraphs (e) and (f)? Such information would be utterly valueless to the investor, and he hoped the already numerous difficulties which lay in the way of issuing an honest; prospectus under this clause would not be added to in the case of a company which had been in business for more than one year.
Another Amendment proposed—
"In page 9, line 2, after the word 'expenses,' to insert, the words 'and the requirements contained in this section, sub-section (1), paragraphs (e) and (h).'"—(Mr. Sydney Gedge.)
Question proposed, "That those words be there inserted."
MR. RITCHIEexpressed his unwillingness to omit any of the requirements which had been considered necessary by the Departmental Committee by whom this subject was very carefully considered. It was quite possible to conceive cases in which this information would not be really necessary to enable an investor to make up his mind, but there were also cases in which it would be very important

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indeed. He therefore hoped the Amendment would be rejected.
Question put, and negatived.
MR. LAWSON WALTON MR. LAWSON WALTON moved to amend that part of the clause which deals with the case of an existing company making a new issue of shares or debentures and provides that in the case of a prospectus published more than one year after the date at which the company is entitled to commence business the obligation to disclose all material contracts shall be limited to a period of one year immediately preceding the publication of the prospectus. They had no proper definition of the word "material." He contended that what applied to an issue by a new company would apply equally to a new issue by a company in esse. The extremely narrow restrictions reduced the operation of this clause almost to an absurdity. It had been suggested that an embarrassing duty was cast upon the directors, because they had to disentangle contracts connected with the ordinary business of the company from contracts material to the share issue, and contracts connected with the ordinary business need not be disclosed, while contracts relating to the share issue must be disclosed. Under Sub-section 10, if the contract had relation to the company's ordinary business, there was- no obligation to disclose it, but if the contract was not more than three years old and was important surely it ought to be disclosed.
Amendment proposed—
"In page 9, line 9, to leave out the words 'one year,' and insert the words 'three years,' instead thereof."—(Mr. Lawson Walton.)
Question proposed, "That the words 'one year' stand part of the Bill."
MR. RITCHIE: The House will recognise that there is a very material difference between the two cases. In the case of a new company the appeal to the public is not upon the results of previous business operations, but altogether upon facts which are drawn from the previous existence of the business formed into a company, and also all matters connected with the formation of the company. All
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these are very necessary and proper things for an investor to know, as well as contracts, in order that he may be in a position to judge for himself as to what the prospects of the company are. Things are very different after a company has been going on for many years, for many of the things which were material in the original prospectus sink into the background, and the material points are the manner in which the business has been conducted, the profits made, and many other considerations of that kind. It must be borne in mind that with regard to the disclosure of contracts up to one year, those who desire to make themselves acquainted with contracts before that date could make themselves acquainted with the contracts made for three years previous to the formation of the original company. So that in the case of a company coming out a year after its formation, while they would only have to disclose material contracts for one year, the investor would have the guidance of three previous years, and would practically have four years. The Committee of the House of Lords considered that this limitation of one year was sufficient in the case of new issues, and I hope the House will agree to it.
SIR ROBERT REIDsaid it would be a very great pity if this clause was marred by limiting it to one year. The right hon. Gentleman had given way on this point in the previous clause, and he could not see what the difference was here. He had stated that in the latter case the company would have had the experience of one year's trading, but there was no such provision in the clause, and there was no necessity to trade at all. He would put a case in point, of which there were many to be found in the dark history of companies during the last fifteen years. Take the case of a man who had a thoroughly bad business, and who turned it into a company. The person who had a thoroughly good business was, as a rule, most reluctant to part with it to a company. The Board of Trade records were full of instances of men parting with rotten businesses to companies in order to cheat creditors. This thing was one of the most common evils in connection with company frauds. A man made a material contract of such a character that nobody would be induced to take up shares if he

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knew all the facts. If this clause was passed, the man with a thoroughly bad business would start his company, take a sufficiently large number of shares himself, and qualify himself to commence business. Of course, he would take very good care that nothing important happened for twelve months, and then he would offer the business to the public in the form of a company. By virtue of this clause, which was intended to make the law more rigid in order to avoid cheating, he would be entitled to have recourse to the limitation of one year; therefore he would not be compelled to disclose what might be the most material thing in the world, and which, if known, would have spoiled the chance of any shares being taken up. Thus by waiting for a year he would be able to get out of his obligations. He thought if the right hon. Gentleman considered this carefully he would see that it was a thing that would very commonly happen. He hoped the right hon. Gentleman would show the same willingness to meet them in this matter as he had done in the previous case, and allow the period to be three years.
MR. COHENsaid upon this question he shared the views which had just been expressed by his hon. friend. He felt sure that his right hon. friend would perceive on reflection that the Amendment suggested would not in the least interfere with legitimate companies, and he had not established clearly the difference between cases of old and new companies.
MR. RITCHIE: The House will remember that in the House of Lords the Committee made a very clear distinction between the two cases. I am willing to make a concession with regard to this point, but it is one which will still retain the distinction, and I am willing to alter the limitation from one to two years.
MR. LAWSON WALTON: Then I will withdraw my Amendment.
Amendment, by leave, withdrawn.
Amendment proposed—
"In page 9, line 9, to leave out the words 'one year' and insert the words 'two years.'"—(Mr. Ritchie.)
Amendment agreed to.
MR. SYDNEY GEDGEsaid he had not the faintest hope of inducing the Government to accept this Amendment, but as an old-fashioned free trader he wished to vindicate his character. Business people very often availed themselves; of contracting-out clauses, and such a clause as this was necessary in order that people might, if they thought fit, contract themselves out of any further legal obligation in the matter.
Amendment proposed—
"In page 9, line 11, to leave out Sub-section (5) of Clause 12."—(Mr. Sydney Gedge.)
Question proposed, "That the words proposed to be left out stand part of the Bill."
MR. RITCHIE: As I understand that my hon. friend has had the opportunity of vindicating his character as a free trader—which I understand is his prime object—and as he says he does not expect the Government to accept this Amendment, I do not wish to disappoint my hon. friend. For reasons which hon. Members will well understand, I think they will agree that this Amendment is one which would make a change which the House is not prepared to accept.
Question put, and agreed to.
MR. LAWSON WALTONsaid he proposed to ask the House to accept an enlargement of Clause 12—
SIR ROBERT FINLAY: I rise to a point of order. The Amendment of my hon. and learned friend is to insert at the end of line 15 the words—
"Nor shall any condition purporting to relieve a director from the obligations imposed upon him in his capacity as a director, or as an officer of or trustee for the company, under the general law be valid unless the same be approved by the court or a judge as fair and reasonable."
I submit that that proposal is out of order. Sub-section 5 deals with the proposal to waive compliance, and this is really a new clause. I think it was down on the Paper as a new clause, but my hon. and learned friend was unfortunately absent when it was reached.
*MR. SPEAKER: I do not understand that this Amendment applies to Articles of Association, which was the effect of the new clause set down by the hon. Member for South Leeds. The words "nor shall any condition," I understand, mean any condition in the prospectus; the words are used already in that sense in this very clause.
MR. LAWSON WALTON: It is quite true that in the new clause I put down I sought to do away with the making of fictitious contracts by means of the Articles of Association. I propose by this Amendment to put an end to the practice of making contracts equally fictitious by means of the prospectus. It is also a common practice to insert in prospectuses themselves language of waiver for the purpose of creating implied contracts and of relieving directors from the obligation of disclosing contracts. That is now a very common practice, and it was foreseen by the authors of this Bill that that practice will be extended when the Bill comes into operation, because the many requirements with which directors will be called upon to comply will naturally lead to the practice of inserting in the prospectus clauses by which they may be waived, thereby depriving the shareholders of their right to enforce compliance with this section as against the company or the directors. Inasmuch as that practice will be largely increased, I think it is not unnatural to suppose that we shall find also on the face of the prospectus a clause relieving the directors under the general law, and not merely of the obligations prescribed under this section. I have seen Articles of Association providing that the directors may enter into contracts without any of the obligations of the existing law attaching to them. Such a clause is never discovered until the company goes into liquidation, and a number of discreditable transactions are disclosed. I hope a clause such as the clause I proposed will be introduced in another place, but I am anxious now to get a small instalment of a beneficial reform. If, however, the Attorney General will give me some assurance that the whole subject will receive proper consideration elsewhere, I shall be very pleased to withdraw the Amendment. Meantime I beg to move.
Amendment proposed—
"In page 9, line 15, after the word 'void, to insert the words 'nor shall any condition purporting to relieve a director from the obligations imposed upon him in his capacity as a director, or as an officer of or trustee for the company, under the general law he valid unless the same he approved by the court or a judge as fair and reasonable.'"—(Mr. Lawson Walton.)
Question proposed, "That those words be there inserted."
SIR ROBERT FINLAY: I hope the House will not accept this Amendment of my hon. and learned friend. The other Amendment, which he embodied in a new clause, was an Amendment directed against what was in some cases undoubtedly a very considerable evil. That was that the Articles of Association should guard against the directors being enabled to do things which under the law would otherwise be illegal, but the present Amendment of my hon. and learned friend would be almost entirely useless, and is only in order because it is directed against a state of things which can hardly be said to exist. I do not say that conditions of this kind may not have been included in certain prospectuses, but I have never seen them. I would ask the House moreover to consider how this Amendment would work if inserted in the Bill. It is that the conditions contained in the prospectus purporting to relieve a director from the obligations imposed upon him under the general law, shall not be valid unless the same be approved by the court or a judge as fair and reasonable. What is the moaning of "approved by the court or a judge "?
MR. LAWSON WALTON: When the condition is relied on to relieve a director, the court will have an opportunity of determining whether it is fair and reasonable.
SIR ROBERT FINLAY: That is not so, because the Amendment says "approved by the court or a judge." What it should say should be "disapproved by the court or a judge." I submit to the House that my hon. and learned friend has put down his Amendment not with any idea of its being adopted, but in order to ventilate another subject which cannot be dealt with because it is not in order.
SIR ROBERT REIDsaid that what his hon. and learned friend was pressing for, and what he also ventured to press for, was that the Attorney General should be good enough to inform the House that when the Bill appeared in another place they would be helped out of their present dilemma. The Bill was building up a new code imposing certain duties on directors and other officers of companies, which experience had shown to be necessary in order to prevent fraud. The Bill prevented shareholders from waiving the benefit of those necessary precautions; but was it not equally necessary to prevent the directors from escaping from the effect of those precautions? It was no use preventing shareholders from waiving the now conditions if the directors were able to escape by a clause in the Articles of Association. The necessary corollary, therefore, was to make some corresponding addition preventing directors by a clause in the Articles of Association from escaping. If the Government looked upon the Amendment from that point of view they would see that it was essential in order to carry out the policy of their own clause. If the Amendment was not accepted directors would be able by a clause in the Articles of Association to give the go-by to the whole of the provisions of the Bill.
MR. RITCHIE: So far as the principle of this Amendment is concerned, I think it would be a very bad thing if, having imposed certain obligations on directors, which we think ought to be imposed on them in the interests of the investing public, they should be permitted to set them aside by some course such as that which has been suggested. But I agree also that the Amendment is one that cannot properly be accepted. The hon. and learned Gentleman asked me whether I could give any pledge with regard to the action to be taken in another place. I am afraid I am not in a position to give any pledge of that kind, but I am quite sure that the object the hon. and learned Gentleman has in view is one that must commend itself to the Lord Chancellor, and all I can say, is that I will take care to draw the attention of the Lord Chancellor to the Amendment, but of course I must leave the whole of the responsibility with him.
MR. LAWSON WALTONasked leave withdraw the Amendment.
Amendment, by leave, withdrawn.
MR. RITCHIE: The Amendment which I now move was put down with a view to meeting a point which was raised in the Grand Committee. There was a very unanimous feeling that something should be done to reduce the enormous expense that would be involved if the whole prospectus had to be set out in every advertisement, and this is a proposal by which an abridged prospectus may be published as a newspaper advertisement, provided that reference is made to a convenient place where the full prospectus can be seen and obtained.
Amendment proposed—
"In page 9, line 15, after the word 'void,' to insert the words—'(7) Where any such prospectus as is mentioned in this section is published as a newspaper advertisement it shall be sufficient to publish it in an abridged form, with a reference to a full prospectus complying with the terms of this section, specifying a convenient place where the full prospectus can be inspected and obtained.'"—(Mr. Ritchie.)
Question proposed, "That those words be there inserted."
Amendment proposed to the proposed Amendment—
"At the end, to add the words 'and the provisions of this section shall not apply to such abridged prospectus.'"—(Mr. Tomlinson.)
Question proposed, "That those words be there added."
MR. RITCHIE: I am afraid I cannot accept my hon. friend's Amendment. We do want the provisions of this section to apply in a sense to an abridged prospectus—that is to say, it must be an honest abridgment. It must be governed to some extent by the provisions of this section, and the Amendment, to my mind, is one which would have a somewhat misleading effect, and I hope it will not be pressed.
Question put, and negatived.
Main Question again proposed.
*SIR ALBERT ROLLIT: On the Amendment of the right hon. Gentleman, I should like to point out to the House the very great danger that would be created by it. The object of this Bill and the principle upon which the Bill has been built up, in the Departmental Committee, in the Standing Committee, and up to the present in this House, has been the principle of the fullest publicity, in order that investors may have full knowledge of the facts for forming a fair judgment. What is proposed by this Amendment is that an abridgment of the prospectus may be inserted as an advertisement on one condition, namely, that reference must be made to a convenient place where the full prospectus may be seen and inspected. We know what the present practice is with regard to contracts mentioned in prospectuses, and the places where they may be seen. I venture to say that the number of cases in which investors take the trouble or incur the expense of informing themselves by reference to these documents is almost infinitely small. It may be said that it is their own fault; but the whole of this Bill presupposes unwillingness to incur trouble and expense, and the purpose of the Bill is to be an instrument by which persons may be protected against frauds contained in documents which they will not take the trouble to peruse. I venture to think that a similar practice will grow up in connection with prospectuses if this Amendment is accepted. What would prevent the abridged prospectus being reprinted and issued? I think this Amendment will kill the publication of the full prospectus, because people will object to going perhaps long distances and incurring expense in order to examine the complete documents. I hope, notwithstanding the desire of the right hon. Gentleman to meet the objection raised in Committee, that he will not press the Amendment, because it would lead to the suppression of information, and would be the means of perpetuating that fraud which this House is so desirous of preventing.
MR. BOUSFIELDsaid he should like to suggest a way in which some of the obvious dangers of this new sub-section might be avoided. It might be found that an abridged prospectus was in form a full prospectus, but that it left
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out, perhaps, one thing which might be material. What he suggested was, that it would be quite easy to specify the things which might be abridged. He would therefore move to leave out in line 2 of the sub-section—
*MR. SPEAKER: An Amendment to add at the end has been already negatived, and we cannot now go back. If the hon. Gentleman intended to move an Amendment he should have moved it before the Amendment of the hon. Member for Preston.
MR. BOUSFIELDsaid he was not aware that that rule applied to Amendments of Amendments as it did to Amendments of clauses, but he would suggest his proposal to the consideration of the Government, as it would be quite easy for them to carry it out if they thought fit. His suggestion was that certain things should be specified, such as the Memorandum of Association, which might appear in an abridged form. Some things were short and terse, and could not be abridged at all, and other things might be omitted, which, although making the prospectus an abridged prospectus, would put the public off their guard. He hoped the Government would carry out his suggestion.
SIR HENRY FOWLER: I quite recognise the disease which we are trying to cure by this Amendment, but it appears to be that the remedy is worse than the disease. If the principle of having two prospectuses is once admitted, a very serious blow will be struck at the efficiency of this whole Bill. The real argument in favour of the Amendment is the saving in expense in newspaper advertisements, and there is no other advantage. But if we are to admit the principle that there are to be two classes of prospectuses, one complying with all provisions we have been elaborating with such care, and I believe with sound sense, but which is only to be found somewhere else, and the other class in an abridged form, you will find that the general rule will be, as has been pointed out by the hon. Member for South Islington, that the newspaper advertisement will be reprinted and sent round through the country. The Amendment states that where any such prospectus is published as a newspaper

77
advertisement it shall be sufficient to publish it in an abridged form; therefore, it can be published by reprinting it. I would appeal to the right hon. Gentleman not to persist in the Amendment, which would be a dangerous loophole leading to the evasion of the law.
SIR ROBERT FINLAY: In answer to what has been said I will point out that this sub-section would only apply where the prospectus is published as a newspaper advertisement, and would not apply if that advertisement were reprinted and sent round as a circular. The expense of printing all the particulars required by this section in every newspaper advertisement might be overwhelming, and in some cases would prevent a company advertising in newspapers altogether. I would further point out to the House that the abridged prospectus must be a fair abridgment, and that it would not do to insert statements that might suit the company. Any such abridgment would be evidence of actual fraud; it would not be in an abridged form at all but in a selected form, and would not comply with the requirements of the clause. Further, there must be in the abridged prospectus a reference to the full prospectus, with a statement as to where it can be inspected, so that anyone wanting further information has only to apply personally or by letter in order to obtain the full prospectus. It has been suggested that certain particulars damaging to the company might be left out. All I can say is that such an omission would be evidence of actual fraud. If some particulars damaging to the company were left out, it might go hard with the persons responsible. It has also been suggested that there should be some enumeration of the matters which might be abridged, but the House will be sensible that that would lie quite impossible. Unless the Amendment be accepted, many honest companies may be prohibited altogether from advertising.
SIR ROBERT REIDsaid he thought that after the statement of the Attorney General the House would regret that this new provision was proposed. Who were the persons who took shares in a company? Some took them for the purpose of dealing and gambling with them, and those gentry required no protection
78
of any sort or description. It was the honest investing public that required protection. A large number of people would not take the trouble to examine a full prospectus if they saw an abridged prospectus, and would take everything for granted. People of simple good faith (erroneously enough, Heaven knows) imagined that corresponding good faith existed on the part of others. All such possibilities had to be met. The Attorney General had stated that it was enough that the abridged prospectus should specify a convenient place where the full prospectus might be inspected. So it was under Section 38 of the Companies Act of 1867, which provides that all particulars of contracts might be examined at certain stated places; but everyone knew that such contracts were never examined. Then the Attorney General said that it was necessary that the abridgment should be a true abridgment, and that if any matter of importance were omitted it would be evidence of fraud. Nothing of the kind. The Attorney General himself laid down the law that the non-disclosure of a material fact was not evidence of fraud unless it were a fact which if known would make untrue a statement which had been made. That would not be the case in connection with the proposed abridgment, and to his mind the arguments of the Attorney General did not prevail. Why was the House labouring this clause about prospectuses? It was because they wished that in the interests of the investing public certain things should be stated. They wanted whenever the public were invited to subscribe for shares to be sure that the person invited should have brought to his notice certain particular facts. That was the whole object of the clause. But an Amendment was now proposed stating that an abridged prospectus, from which every single thing the House had been insisting on might be omitted, might be published. That, in his opinion, would be fatal to the whole clause. He did not dare to hope that the right hon. Gentlemen would give way, although he trusted he would; but, if the right hon. Gentleman would not, he would propose an Amendment, if he were in order. It was to add at the end of the proposed subsection the following words, "Provided that none of the matters required to be disclosed by this section are abridged in such advertisement." Newspaper adver-

79
tisements contained copious laudations and glowing descriptions of the property to be floated, and a great deal of such matter might be abridged, but what he objected to being abridged were matters which they now said ought to be disclosed.
Amendment proposed to the proposed Amendment—
"At the end, to add the words, 'provided that none of the matters required to be disclosed by this section are abridged in such advertisement.'"—(Sir Robert Reid.)
Question proposed, "That those words be there added."
MR. RITCHIE: We cannot possibly accept the hon. and learned Gentleman's Amendment, because it simply proposes to add at the end of the proposed Amendment that the Amendment shall have no effect.
*MR. SYDNEY GEDGEsaid it was impossible for anyone to apply for shares in a company without having the full prospectus brought before him, which always contained the application form. That was the answer to the objections which had been taken.
MR. GIBSON BOWLESsaid that the Government had drafted a long measure setting forth the particulars which should appear in every prospectus for the protection of the simple-minded persons to whom the hon. and learned Gentleman opposite had referred. They then reflected that every prospectus advertised in the future would run into about five columns, and that if a newspaper contained very many prospectuses it would be impossible for it to contain anything else. The Government, having with great ingenuity and much culinary skill concocted their salad, came to the conclusion that they would throw it out of the window. What was the use of saying that certain particulars should be set out with the utmost minuteness in a prospectus, and then saying in this Amendment that a promoter need not do anything of the sort, and could adopt the beautiful device which the House of Commons frequently resorted to—namely, the device of reference? Then the hon. and learned Gentleman opposite, seeing
80
that the Government had thrown over their own proposals by the Amendment of the President of the Board of Trade, moved an Amendment allowing things to remain as they were before the Amendment of his right hon. friend. If he might be permitted to say it to his right hon. and learned friend, his best way would be to vote against the Amendment now proposed. Speaking as a person who had never promoted a company, he maintained that it was absurd for the Government, after the Committee upstairs had spent a great deal of time in setting forth all sorts of particulars which ought to be disclosed to the public, to come down here and say, "After all, an abridgment and a reference will do." That was not the right way of treating the subject under discussion or the Bill, and he hoped the right hon. Gentleman the President of the Board of Trade would withdraw his. Amendment, which would destroy the whole effect of this clause.
*MR. LAWSON WALTONtrusted the right hon. Gentleman would withdraw the Amendment, which the Committee upstairs had not had an opportunity of discussing, and which had met with such diverse criticism. No need of such a clause had ever before been suggested. What had been suggested upstairs was that the Memorandum of Association was often so prolix in length and full of immaterial matter that it would be to the advantage of the newspapers that a document of that kind must be incorporated in every newspaper advertisement; and it seemed to be the view of the Committee that there should be some provision for relieving the directors of a company from publishing the Memorandum of Association. But the Committee never for a moment thought of relieving the directors of the obligation of furnishing the very material particulars embraced in the prospectus. The Amendment assumed that it was necessary to insert an advertisement of the prospectus of a. company in a newspaper in order to advertise that company, but it was quite possible to have a newspaper advertisement which did not indicate that it was a prospectus; and if the advertisement did not say it was a prospectus, the public might not be misled, but if the advertisement appeared as a prospectus as such, though abridged, it was obvious that it

81
might lead to misconception in the minds of the public. It was evident that the word "abridgment" offered considerable latitude. It might not be complete from an analytical point of view, and it might be said to be unfair for not bringing before the public all that was necessary to be known. It was impossible to imagine what litigation might result to determine whether the abridged prospectus was fair or not, or what actions might be brought charging directors with fraud. So that by this Amendment they were inducing a company, in publishing an abridgment of a prospectus by means of advertisement, to lead intending shareholders to undertake the exceedingly difficult duty of distinguishing between an abridgment and the larger prospectus. Could anything be more effective in bringing about litigation? Then it was said that the full prospectus was to be inspected at some convenient place. Suppose an inquiry for an inspection of the prospectus was met with a refusal? A few years ago a Rhodesian company was registered in Ireland; indeed, Ireland seemed to be a favourite place for registering certain companies. If an address was given in some Irish county as the place where the prospectus might be inspected it might be convenient from the company's point of view, but inconvenient to the proposed shareholders. He hoped the House would reject the Amendment for another reason. It was a very important derogation from the existing law. Under the existing law, if the directors of a company published an abridged prospectus they did so at their peril, and any contract entered upon on the faith of that abridged prospectus might be voided by the shareholders. It might be said by the directors if this Amendment was passed, "We abridged the prospectus, it is true; but we are entitled to do so. We may have abridged it badly; but we did our best. We left out important parts, it is true; but that did no harm to the shareholders, because at some convenient place there was the full prospectus for them to inspect." In fact, the moment the Government allowed two prospectuses—one which complied with the Act and the other not—the most stringent provisions of the Act would be obviated and become a dead letter. He trusted the Amendment would be withdrawn.
SIR ROBERT REIDsaid he would withdraw his Amendment, as he thought it would be more convenient that the division should be taken on the Government Amendment.
Amendment to Amendment, by leave, withdrawn.
Main Question again proposed.
MR. H. S. FOSTERcould not help thinking that there was some confusion in the mind of the hon. Gentleman who had just sat down, and of others who preceded him, as to the purpose and scope of the Amendment. The House, in the clauses already passed, had laid down the most express conditions as to what was to be in the prospectus, and the company must get it filed with the registrar of joint stock companies, and until so filed it was not to be issued. There could be no doubt what the Bill meant by the prospectus. Then Section 12 went on to say what the particular document must contain. But there arose a very serious difficulty, which the hon. Member for South Leeds himself recognised—namely, the difficulty of enacting not only that the prospectus should contain a vast amount of information, but that every public notice drawing attention to that prospectus should also contain all that detailed information. As he understood the Amendment, it was for the purpose of meeting that difficulty. Then came another question. In the issue of a prospectus it was customary to call public attention to it through the medium of the press. That might be done in a dozen different ways. The advertisement might be an abridgment, referring the reader to where he could see the full prospectus. As an illustration, John Smith and Co. issued half a million of preference shares; they advertised that fact, and added that the full prospectus might be obtained at the office of the company at so-and-so street. The hon. Gentleman would say that that was not the prospectus; but if he looked at the definition clause he would find that a prospectus meant "any prospectus, notice, circular, advertisement, or other invitation offering to the public for subscription or purchase any shares or debentures of a company." One might imagine

83
from what had been said that the public subscribed for shares without reading the prospectus. [An HON. MEMBER: Yes.] It was very rarely that they did not read it, and he said that with some knowledge of the general practice of companies. The object of the advertisement was to call the attention of the public to any undertaking, and the practice of the public was to apply for a full prospectus and an application form. He knew that the practice had grown up recently, to a limited extent, of filling in the application form before the prospectus reached the hands of the proposed investor, but that was very rarely done. The hon. Gentleman spoke as if, by passing the Amendment, they were going to deprive the inquirer of the opportunity of knowing the contents of the contract. He said that in practice nobody ever went to see the contract. But how was the Bill going to affect that?
*SIR ALBERT ROLLITsaid that what he did say was that, except in the smallest number of cases, people did not go to inspect the contracts, and that would be equally the case with an abridged prospectus in which a general reference had been made to the full document, to be consulted elsewhere.
MR. H. S. FOSTERsaid there was no analogy between the cases. He agreed that certain classes of people did not take the trouble to read a prospectus, and never would. But these people did not need any protection, and did not deserve it. They thought the shares in a company were going to a premium, and they applied for a certain number in order to throw them on the shoulders of somebody else. There could be no doubt that in the absence of the Amendment the expense of inserting the advertisement in the newspapers would be so great that it would never be put in practice.
MAJOR JAMESONhoped the Government would show some backbone, and insist on the adoption of the Amendment. They had had arguments from both sides of the House in defence of the investors, but it seemed to him that the object of the Bill was to secure large incomes to the lawyers and large profits to the newspaper proprietors.
84
An abridged prospectus, however short, would lead to much expense. If every line of the prospectus and every detail of an agreement had to be advertised, it would be impossible for anybody but a millionaire to bring out a company, and the result would be that company promoting would become a millionaires' monopoly. He thought the Amendment a very fair one, and he trusted that the right hon. Gentleman the President of the Board of Trade would not give way upon it. The right hon. Gentleman had already made too many concessions to the lawyers. He was sorry to say that there were more lawyers present that night than any of the rest of hon. Members.
MR. BONDagreed with the hon. Member opposite, and hoped his right hon. friend would not give way on this Amendment. In his judgment it did not go quite far enough, although it was a concession to good sense and general convenience. It was quite evident that there had been a good many fingers in the pie in framing Clause 12. No doubt those who framed the clause had in mind the initial prospectus, which was put forward when the company was first started, and in which all the particulars which might reasonably be asked for were required to be disclosed. But the word "prospectus" included every notice issued by the company after it had started, inviting the public to subscribe for shares. He put it to the House that when a company wished to increase its capital by the issue of debentures or additional shares, it did not desire to go in for an immense advertising campaign, but only put a modest line or two in such papers as it was thought would bring custom, pointing out that full information could be obtained at the company's office. It would be preposterous to demand that all the full information that was demanded in the original prospectus should be set out in extenso in these advertisements. It would put an end altogether to the practice of advertising for subscriptions, and thereby inflict great inconvenience on honest, struggling companies. The concessions which the Government had made had not gone beyond what was intended in Committee.
MR. MAURICE HEALYsaid that, having regard to the very wide terms of the definition of "prospectus," it was difficult to avoid the conclusion that some such Amendment as that pro posed by the Government was necessary. Apparently "prospectus" was to include not merely the ordinary advertisement by which the company invited the public to subscribe, but if a man concerned in the promotion of the company, no matter how long previously, had shares and wished to sell them, he would be compelled to advertise the full prospectus. But in endeavouring to meet the difficulty that existed the Government had selected a singular way to do it. They limited it to an advertisement published in a newspaper. It was not the advertisements in the newspapers that ought to be treated the most leniently. If any distinction was to be drawn it ought not to be in favour of the way which drew most money into the pockets of the company. A differentiation ought to be drawn between the mode of publishing the advertisement and the character of the advertisement. Some Gentlemen had addressed the House from the point of view of the investor, some from the point of view of the company promoter; he would say something from the point of view of the lawyer. If this Amendment passed into law he should never be entrusted with the duty of drawing an abridged prospectus, because he would say that the prudent thing to do was to publish the prospectus as a whole. It was possible to test this matter in a very simple way. Would the Government tell them what class of matter it would be safe to omit from the abridged prospectus? The difficulty was to tell what was to be abridged; if matter was not material it need not appear in the abridged prospectus at all; if, on the other hand, it was material, could it be omitted from the abridged prospectus? Was it intended to protect people who deliberately omitted from a prospectus something that was material? It the clause was examined it would be found that nine-tenths of the matters could not be abridged. It was plain that by unduly enlarging the scope of Clause 12, the Government had got into a very great difficulty. Some amendment was necessary, but, looking at it from a lawyer's point of view, this Amendment was most dangerous.
MR. BRYCEsaid he did not propose to follow the arguments which had been urged in respect of the clause, although he was satisfied that no answer had been given to them by the Government; he merely rose for the purpose of making a suggestion. If the clause were carried upon a division the House would have no opportunity of amending it, but in another place there would be an opportunity, and as the clause seemed to be ill-fitted as it stood to attain the objects of the Government he suggested that the clause should be carefully considered by the Law Officers of the Crown in order to see whether its form could not be improved with a view to its amendment in another place.
MR. RITCHIEthought the suggestion of the right hon. Gentleman was one well worthy of consideration.
SIR JAMES WOODHOUSEexpressed the opinion that the Amendment was a most important one. It struck at the root of the section, and rendered nugatory all those provisions which the section provided. The section provided that the prospectus of a company should contain many things, and laid down certain penalties in event of its not containing them. The difficulty which was sought to be met by the Amendment ought to be met in the interest of all honest companies. No one wanted to kill legitimate enterprise, but it was going to be seriously hurt unless some provision was made to insert in a newspaper such an advertisement as would be necessary. The only difference with regard to the newspaper advertisement was that the expense would be enormously increased, because the prospectus would contain a great deal of common form matter which nobody required to see and which was never read. Of such a character was the Memorandum of Association, which contained in legal phraseology every power which a company might think fit to exercise. The public at large did not desire to see that, and would not read it if it appeared in a newspaper; but the extra expense of printing it in a newspaper would mean thousands of pounds to every company which was brought out;

87
the difficulty might be obviated by omitting Memorandums of Association from the advertisement. The only other point in which it would be proper to abridge the prospectus was in the schedule of contracts, which in the case of a largo company like Lipton's, with an immense number of establishments, would mean a tremendous cost to the company. He ventured to suggest, therefore, that instead of the words "in an abridged form," there should be inserted, "without inserting the Memorandum of Association and schedule of contracts."
Main Question put, "That the words, '(7) Where any such prospectus as is mentioned in this section is published as a newspaper advertisement it shall be sufficient to publish it in an abridged form, with a reference to a full prospectus complying with the terms of this section, specifying a convenient place where the full prospectus can be inspected and obtained,' be there inserted."—(Mr. Ritchie.)
The House divided:—Ayes, 102; Noes, 64. (Division List No. 247.)

AYES.

Allhusen, Augustus Henry E.

Fisher, William Hayes

Morrell, George Herbert

Ashmead-Bartlett, Sir Ellis

Flannery, Sir Fortescue

Morton, A. H. A (Deptford)

Atkinson, Rt. Hon. John

Foster, Harry S. (Suffolk)

Murray, Rt. Hon. A. G. (Bute)

Balfour, Rt. Hn. A. J. (Manch'r

Garfit, William

Nicol, Donald Ninian

Balfour, Rt Hn Gerald W (Leeds

Gedge, Sydney

Peel, Hn Wm. Robert Wellesley

Bartley George C. T.

Gibbs, Hn A. G. H. (City of Lond.

Phillpotts, Captain Arthur

Beach, Rt. Hn Sir M. H. (Bristol)

Giles, Charles Tyrrell

Purvis, Robert

Blundell, Colonel Henry

Gorst, Rt. Hn. Sir John Eldon

Remnant, James Farquharson

Bond, Edward

Goulding, Edward Alfred

Richards, Henry Charles

Bousfield, William Robert

Hamilton, Rt. Hon. Lord G.

Ritchie, Rt. Hon. C. Thomson

Brodrick, Rt. Hon. St. John

Hanbury, Rt. Hn. Robert W.

Robertson, Herbert (Hackney)

Bullard, Sir Harry

Haslett, Sir James Horner

Round, James

Burns, John

Hoare, Ed. Brodie (Homestead

Russell, T. W. (Tyrone)

Butcher, John George

Hornby, Sir William Henry

Sharpe, William Edward T.

Carson, Rt. Hn. Sir Edw. H.

Howard, Joseph

Sidebotham, J. W. (Cheshire)

Cavendish, V. C. W. (Derbyshre

Hudson, George Bickersteth

Sidebottom, William (Derbsh.)

Cayzer, Sir Charles William

Hutton, John (Yorks, N. R.)

Sinclair, Louis (Romford)

Cecil, Evelyn (Hertford, East)

Jameson, Major J. Eustace

Smith, James Parker (Lanarks.

Cecil, Lord Hugh (Greenwich)

Jessel, Captain H. Merton

Spencer, Ernest

Chamberlain, J. Austen (Worc.

Johnstone, Heywood (Sussex)

Stirling-Maxwell, Sir J. M.

Chaplin, Rt. Hon. Henry

Kimber, Henry

Stone, Sir Benjamin

Charrington, Spencer

King, Sir Henry Seymour

Tabot, Rt Hon. J. G (Oxf'd Univ.

Clare, Octavius Leigh

Knowles, Lees

Thornton, Percy M.

Cohen, Benjamin Louis

Lafone, Alfred

Tomlinson, W. E. Murray

Collings, Rt. Hon. Jesse

Laurie, Lieut.-General

Tritton, Charles Ernest

Cornwallis, Fiennes Stanley W.

Lawson, John Grant (Yorks.)

Warr, Augustus Frederick

Davies, Sir H. D. (Chatham)

Lonsdale, John Brownlee

Welby, Lt.-Col. A. C E (Taunt'n

Digby, John K. D. Wingfield-

Lopes, Henry Yarde Buller

Williams, J. Powell- (Birm.)

Dixon-Hartland, Sir F. Dixon

Lowe, Francis William

Wortley, Rt. Hn. C. B. Stuart-

Douglas, Rt. Hon. A. Akers-

Lowles, John

Wrightson, Sir Thomas

Doxford, Sir William Theodore

Macdona, John dimming

Wyndbam, George

Dyke, Rt Hon Sir William Hart

M'Arthur, Charles (Liverpool)

Wyvill, Marmaduke D'Arcy

Fellowes, Hon. Ailwyn Edw.

Martin, Richard Biddulph

TELLERS FOR THE AYES—Sir William Walrond and Mr. Anstruther.

Finch, George H.

Middlemore, J. Throgmorton

Finlay, Sir Robert Bannatyne

Monckton, Edward Philip

NOES.

Abraham, William (Cork, N. E.)

Douglas, Charles M. (Lanark)

Macaleese, Daniel

Asher, Alexander

Drage, Geoffrey

MacDonnell, Dr MA (Queen's C

Ashton, Thomas Gair

Duckworth, James

MacNeill, John Gordon Swift

Austin, M. (Limerick, W.)

Fenwick, Charles

Molloy, Bernard Charles

Bryce, Rt. Hon. James

Fowler, Rt. Hen. Sir Henry

Morgan, W. Pritchard (Merth'r

Burt, Thomas

Gladstone, Rt. Hn. Herbert J.

Morton, Edw. J. C. (Devonport)

Buxton, Sydney Charles

Griffith, Ellis J.

Moss, Samuel

Caldwell, James

Haldane, Richard Burdon

Moulton, John Fletcher

Crilly, Daniel

Hayne, Rt. Hon. Charles Seale-

O'Brien, Patrick (Kilkenny)

Cross, Alexander (Glasgow)

Healy, Maurice (Cork)

O'Connor, J. (Wicklow, W.)

Dalziel, James Henry

Hedderwick, Thomas Chas. H.

O'Dowd, John

Dewar, Arthur

Holland, William Henry

O'Malley, William

Dilke, Rt. Hon. Sir Charles

Horniman, Frederick John

Pickard, Benjamin

Donelan, Captain A.

Jones, Wm. (Carnarvonshire)

Pickersgill, Edward Hare

Doogan, P. C.

Leigh-Bennett, Henry Currie

Powell, Sir Francis Sharp

Power, Patrick Joseph

Soames, Arthur Wellesley

Wilson, Hy. J. (York, W. R.)

Price, Robert John

Strutt, Hon. Charles Hedley

Wolff, Gustav Wilhelm

Roberts, John Bryn (Eifion)

Sullivan, Donal (Westmeath)

Woods, Samuel

Robson, William Snowdon

Tanner, Charles Kearns

Rollit, Sir Albert Kaye

Tully, Jasper

TELLERS FOR THE NOES—Sir Robert Reid and Sir James Woodhouse.

Royds, Clement Molyneux

Wallace, Robert

Samuel, J. (Stockton-on-Tees)

Walton, J. Lawson (Leeds, S.)

Scott, Chas. Prestwich (Leigh

Whiteley, George (Stockport)

Another Amendment made.
*MR. SYDNEY GEDGEexpressed strong hopes that the Government would accept the Amendment which he proposed to move. In framing it he had taken as a precedent the Act limiting the liabilities of directors. He was quite sure that the Government did not desire to prevent honest business men from becoming directors of joint stock companies, but they certainly would be deterred from becoming so unless some such Amendment as ho proposed was made. He begged to move.
Amendment proposed—
"In page 9, line 15, at end, to insert '(6) In the event of non-compliance with any of the requirements of this section a director or other person responsible for the prospectus shall not incur any liability by reason of the non-compliance, if he proves that (a) as regards any matter not disclosed, he was not cognisant thereof, and could not with reasonable diligence have discovered it; or (b) the non-compliance arose from an honest mistake of fact on his part.'"—(Mr. Sydney Gedge.)
Question proposed, "That those words be there inserted."
MR. RITCHIEthought that some such provision ought to be made, but at the same time he thought the whole burden of proof ought to lie upon the individual. He accepted the Amendment, which he thought was reasonable.
Amendment agreed to.
*MR. SYDNEY GEDGEtrusted that his next Amendment would meet with a like fate at the hands of the Government for the same reason. At present, if an action of tort were brought against several defendants who were all guilty, and one defendant was proceeded against, and had to pay the full damage, he could not compel those equally guilty with himself to contribute a shilling towards what he had had to pay, therefore the whole loss fell upon one man. There was a prece-
90
dent for the alteration he proposed, because the courts had laid down a principle similar to that in the Amendment in the case of trustees and executors, who could compel their co-trustees or co-executors to make contribution. That had been done in a case where the breach of trust had been committed by an active trustee, and the passive trustee was held to be equally liable. In this case the directors were really trustees for the shareholders, and such an Amendment was, under the circumstances, only right and proper. He hoped the Amendment would be accepted.
Amendment proposed—
"In page 9, line 18, after the word 'section,' to insert the words 'and every person who is made liable to pay damages in respect of any infringement of the provisions of this section shall be entitled to contribution as in cases of contract from every other person who, if sued separately, would be liable to pay such damages.'"—(Mr. Sydney Gedge.)
Question proposed, "That those words be there inserted."
SIR ROBERT FINLAYhoped his hon. friend would not press the Amendment. The provision to which he had alluded had never been put into force, and consequently there had been no opportunity of testing the principle. He was not very much enamoured of these special exceptions to the general law of the land, which might result in great and manifest inconvenience. He therefore thought the Amendment ought not to be adopted.
MR. CALDWELLsaid that as the Bill was to apply also to Scotland the Scotch Members were very much interested in the clause. It was a well-known principle in Scottish law that when a wrongdoer had been guilty of an act, and other wrongdoers had been equally guilty with him, and he had been convicted and fined, he could not recover any contribution from his co-wrong-doers. There were many illustrations

91
of that principle. In England the law was precisely the same in that respect as the law of Scotland. It did not recognise the right of one wrongdoer to any contribution from his co-wrongdoer. In this case it had been argued as if this was a case of liability under a contract. That was not so. It was a case where the parties had been guilty of an offence of a quasi-criminal
MR. BONDsaid the only way in which this clause would affect companies which had come into existence previously to the
nature—a breach of the statutory law—and he thought the acceptance of such an Amendment would very much weaken the clause. He submitted that there was no ground whatever for the Amendment.
Question put.
The House divided:—Ayes, 42; Noes, 97. (Division List No. 248.)

AYES.

Abraham, William (Cork, N. E.

Jameson, Major J. Eustace

Rollit, Sir Albert Kaye

Austin. M. (Limerick, W.)

Lloyd-George, David

Samuel, J. (Stockton-on-Tees)

Bond, Edward

Macaleese, Daniel

Scott, Chas. Prestwich (Leigh)

Bryce, Rt. Hon. James

MacDonnell, Dr. M.A. (Q. C.)

Soames, Arthur Wellesley

Crilly, Daniel

MacNeill, John Gordon Swift

Sullivan, Donal (Westmeath)

Dewar, Arthur

Morgan, W. Pritchard (Merthyr

Tanner, Charles Kearns

Dilke, Rt. Hon. Sir Charles

Morton, Edw. J. C. (Devonport)

Tomlinson, Wm. Edw. Murray

Donelan, Captain A.

Moss, Samuel

Tully, Jasper

Doogan, P. C.

Moulton, John Fletcher

Wallace, Robert

Evans, Sir F. H. (Southampton)

O'Brien, Patrick (Kilkenny)

Wolff, Gustav Wilhelm

Fenwick, Charles

O'Dowd, John

Woodhouse, Sir J. T. (Hudder'd)

Griffith, Ellis J.

O'Malley, William

Woods, Samuel

Healy, Maurice (Cork)

Power, Patrick Joseph

TELLERS FOR THE AYES—Mr. Sydney Gedge and Mr. Harry Foster.

Holland, William Henry

Price, Robert John

Horniman, Frederick John

Reid, Sir Robert Threshie

NOES.

Allhusen, Augustus H. Eden

Finch, George H.

Nicol, Donald Ninian

Asher, Alexander

Finlay, Sir Robert Bannatyne

Phillpotts, Captain Arthur

Ashmead-Bartlett, Sir Ellis

Fisher, William Hayes

Pickersgill, Edward Hare

Balfour, Rt Hn Gerald W (Leeds

Flannery, Sir Fortescue

Purvis, Robert

Bartley, George, C. T.

Garfit, William

Remnant, James Farquharson

Blundell, Colonel Henry

Gibbs, Hn. A. G. H (City of Lond.

Richards, Henry Charles

Bonsfield, William Robert

Giles, Charles Tyrrell

Ritchie, Rt. Hn. Chas. Thomson

Brodrick, Rt. Hon. St. John

Gorst, Rt. Hon. Sir J. Eldon

Roberts, John Bryn (Eifion)

Bullard, Sir Harry

Goulding, Edward Alfred

Robertson, Herbert (Hackney)

Buxton, Sydney Charles

Hanbury, Rt. Hon. Robert W.

Round, James

Caldwell, James

Haslett, Sir James Horner

Royds, Clement Molyneux

Cameron, Robert (Durham)

Hornby, Sir William Henry

Russell, T. W. (Tyrone)

Carson, Rt. Hon. Sir Edw. H.

Hudson, George Bickersteth

Sharpe, William Edward T.

Cavendish, V. C. W (Derbyshire

Hutton, John (Yorks, N. R.)

Sidebotham, J. W. (Cheshire)

Cayzer, Sir Charles William

Johnstone, Heywood (Sussex)

Sidebottom, William (Derbys.

Cecil, Evelyn (Hertford, E.)

Kimber, Henry

Sinclair, Louis (Romford)

Chamberlain, J. A. (Worc'r)

Knowles, Lees

Skewes-Cox, Thomas

Charrington, Spencer

Labouchere, Henry

Smith, J. Parker (Lanarks.)

Clare, Octavius Leigh

Lafone, Alfred

Spencer, Ernest

Cohen, Benjamin Louis

Laurie, Lieut.-General

Stone, Sir Benjamin

Collings, Rt. Hon. Jesse

Lawson, John Grant (Yorks.)

Tritton, Charles Ernest

Cook, Fred. Lucas (Lambeth)

Leigh-Bennett, Henry Currie

Vincent, Sir Edgar (Exeter)

Cornwallis, Fiennes S. W.

Lonsdale, John Brownlee

Warr, Augustus Frederick

Cross, Alexander (Glasgow)

Lopes, Henry Yarde Buller

Welby, Lt.-Cl. A. C. E. (Taunton

Davies, Sir for. D. (Chatham

Lowe, Francis William

Whitmore, Charles Algernon

Digby, John K. D. Wingfield-

Lowles, John

Williams, Joseph Powell-(Birm

Dixon-Hartland, Sir F. Dixon

Macdona, John Cumming

Wrightson, Sir Thomas

Douglas, Rt. Hon. A. Akers-

M'Arthur, Charles (Liverpool)

Wylie, Alexander

Douglas, Charles M. (Lanark)

Martin, Richard Biddulph

Wyvill, Marmaduke D'Arey

Doxford, Sir Wm. Theodore

Middlemore, John T.

Drage, Geoffrey

Monckton, Edward Philip

TELLERS FOR THE NOES—Sir William Walrond and Mr. Anstruther.

Duckworth, James

Morrell, George Herbert

Dyke, Rt. Hon Sir William Hart

Morton, Arthur H. A. (Deptford

Fellowes, Hn. Ailwyn Edward

Murray, Rt. Hn. A. G. (Bute)

passing of this Bill would be in the event of their requiring to raise fresh capital either through a further issue of shares

93
or by debentures after the Act had come into force. Old companies had been formed without knowledge that any such provisions as were comprised in the Bill were contemplated, and every such company which desired to raise money by a new issue of shares or by debentures would have to modify their Articles of Association. That was a matter which would involve a great deal of explanation, which shareholders wore, perhaps, not willing to understand or believe. No injustice could be done by the adoption of the Amendment he proposed, and, therefore, he hoped it would commend itself to the right hon. Gentleman. He begged to move.
Amendment proposed—
"In page 9, line 18, after the word 'section,' to insert the words 'This section shall not apply to a company registered before this Act comes into operation.'"—(Mr. Bond.)
Question proposed, "That those words be there inserted."
MR. RITCHIEthought it would be a mistake to open the door to the issue of new capital, to which the public were invited to subscribe, without the necessary information being given. The case of a company issuing fresh capital to its own shareholders was provided for already, if that was what his hon. friend desired.
MR. BONDsaid he would withdraw the Amendment, but ho would like to make one suggestion, which was that the right hon. Gentleman should add the statement about the minimum subscription to the particulars which were not required to be stated in a prospectus issued after the formation of a company and inviting subscriptions for fresh shares.
Amendment, by leave, withdrawn.
MR. H. S. FOSTERdesired to move an Amendment not upon the Paper—in line 20 to strike out "a" in order to insert the words "any material." Those words were taken from Sub-section (k) of the preceding clause, which provided that "every material" contract must be set out in the prospectus. The need for the Amendment had been accentuated by the Reports of the Parliamentary Committee of the Incorporated Law Society
94
with regard to the clause. The effect of the Amendment would be to restrict the powers of the clause in a very necessary way.
Amendment proposed—
"In page 9, line 20, to leave out the word, 'a,' and insert the words 'any material' instead thereof.'"—(Mr. H. S. Foster.)
Question proposed, "That the word 'a' stand part of the Bill."
SIR ROBERT FINLAYhoped the House would not accept the Amendment, which was entirely unnecessary.
SIR ALBERT ROLLITsaid if there was one evil greater than another in company administration it had been the alteration of contracts by the directors without the sanction of the shareholders and without their knowledge. By the clause these things could be done provisionally, subject to the shareholders becoming acquainted with the proposed alteration, and he saw no reason for the Amendment.
Question put, and agreed to.
MR. H. S. FOSTERsaid he did not think it was worth while to offer any argument in respect of the next Amendment. He would simply move.
Another Amendment proposed—
"In page 9, line 20, after the word 'prospectus,' to insert the words 'unless such variation shall be in favour of the company.'"—(Mr. H. S. Foster.)
Question proposed, "That those words be there inserted."
SIR ROBERT FINLAY: I hope my hon. friend will withdraw this Amendment, which is quite unnecessary.
Amendment, by leave, withdrawn.
Other Amendments made.
Another Amendment proposed—
"In page 9, line 31, to leave out the words 'not less than two directors,' and insert the-words 'the auditor or auditors,' instead thereof."—(Mr. H. S. Foster.)
Question, "That those words be there, inserted," put, and negatived.
Other Amendments made.
*MR. LAWSON WALTON, in moving the next Amendment, said the House was well aware that a company was often brought into being in order that it might be constituted the purchaser, at an extravagant and inflated price, of property the vendor puts on the market. The company thus brought into existence was often the creature of the vendor. A company was a legal persona, and might buy the property at any price it thought proper. No doubt the vendor was answerable at law for any profit which he made in promotion, but it was impossible for the shareholders to obtain information as to what profit he had made in bringing the company into being. The legal duty which the vendor, when he was also the person who brought the company into being, ought to discharge was about to become a dead letter. Now, for the first time in the history of company law it had been made permissible for a company to pay the expenses incidental to its own promotion. The company might, therefore, provide for the underwriting of its own capital; it might set aside a fund for its own promotion or placing its own shares. But that was attended by the consideration that where a company paid commission it should publish to its shareholders the fact and state what the amount of its preliminary expenses was. But in ninety-nine cases out of a hundred the promotion of a company was effected not by the company itself, but by persons who were interested in bringing the company into being. There was no person so interested in bringing a company into being as the vendor who was to obtain from the company the price he was asking for his property. In those ninety-nine cases the preliminary expenses necessary for the notation of the company would be pro-Tided by the vendor and for the best of reasons—namely, that unless the company was launched there would be no purchaser for his property. If this Bill was to have any operative effect whatever the vendor, when he occupied not only the position of vendor, but also that of promoter, must be brought to book. The public must have some knowledge of the extent to which he was promoting the company, and what proportion of the so-called price which he was receiving for the property was being disbursed in preliminary and promoting expenses. Unless some such provision was inserted the Bill would be an elaborate series of clauses which
96
would fail to stop frauds of the worst character. He might give a concrete case which had been illustrated by a recent investigation in the courts. A small business was purchased for a few pounds by a company promoter. A company was brought out to buy that business for as many thousands as the promoter gave hundreds. If it were the fact that the vendor and the purchasing company were both in existence at the time the arrangement was entered into, if both could watch their own interests, there would be no cause for such an alteration of the law. But the vendor stood to obtain so large a profit provided he could create the company to buy his property at his fixed figure, that it was worth his while to expend in anticipation of that profit very large sums of money in order to launch the company. The underwriting of the capital would be arranged; the directors whose names were to attract very largely the subscription of the share capital were paid; the advertising expenses borne, and that judicious expenditure made among the press of a certain class which was necessary to give the scheme the widest currency in financial circles. As the result of these operations the company was launched, and the stipulated price paid, the vendor obtaining a very large profit a considerable proportion of which had been expended in bringing the company into being. How was it possible for any; member of the public to come to the conclusion that it was desirable for the company to continue its operations unless he; knew, first of all, the legitimate price paid, and, secondly, the illegitimate price paid? The information provided for in this section was supposed to be information required by the shareholders attending the first statutory meeting; they were entitled to know what the scheme was in which they were embarking, and they had to come to the conclusion whether it would pay to put the company into working operation or whether it would not be better to abandon the concern as a stillborn enterprise. How could sane men decide for themselves that problem unless they knew to what extent the price paid for the property was purely fictitious—in other words, to what extent the sum received by the vendor had been disbursed in the manner just described? He could not conceive any objection to the Amendment, but he understood that

97
the answer of the Government in Committee was that they had no control over the vendor. That, however, was no answer at all. The only vendor affected by this provision was the vendor who was also the promoter of the company, and it would be to the interest of such a vendor to furnish this statement provided the duty were imposed upon him; the promotion of the company would be impossible without that statement, and therefore no such vendor would attempt to promote a company unless he was in a position to publish to the shareholders the extent to which he was instrumental in forming the company. No further control of the vendor was required. It might be said that if a promoter furnished a false statement some responsibility would be cast upon the directorate. There was nothing in the Amendment making directors responsible for the accuracy of the statement furnished by the vendor. All they had to do was to tell the shareholders what the vendor said, and if there was any inaccuracy the vendor could be brought to book under Clause 32 of the Bill. The Bill would entirely fail if it was based on the assumption that the promotion expenses and all the incidental expenses attached to the flotation of a company were borne by the company itself. They were borne by the vendor, and an account was never rendered because there was no machinery by which it could be required. Ho appealed to the Government to provide by a simple Amendment of this kind, that the vendor, where he was also the promoter, should be compelled to furnish such an account as was here proposed, and that that account for what it was worth should be placed before the shareholders. It would be a very effective deterrent against fraudulent practices by the vendors of companies; by it shareholders would be able to judge to what extent the vendors had acted honestly in the promotion of a company, and with the information thus provided they would be able to decide whether a company was launched under favourable auspices or whether it was dishonest.
Another Amendment proposed—
"In page 10, line 8, after the word 'approval,' to insert the words—'(f) An account furnished by the vendors within the meaning of Section 12 (2) or not, setting out the sums in cash and shares expended by them in the formation of the company, with particulars of
98
the items and objects of such expenditure.'"—(Mr. Lawson Walton.)
Question proposed, "That those words be there inserted."
SIR ROBERT FINLAYsaid it was impossible not to sympathise with the object the mover of the Amendment had in view, but it was possible in the pursuit of such an object to put forward proposals which, for the purposes of this Bill, were not calculated to work any really beneficial effect. The section in which it was proposed to insert these words provided that the Return was to be a Return in reference to the affairs of the company as to matters within the knowledge of those concerned in the company—the number of shares allotted, the amount of cash received by the company, an abstract of the receipts and payments of the company on capital account, an estimate of the preliminary expenses of the company, the names, addresses, and descriptions of the directors, auditors, manager, and secretary, and the particulars of any contract the modification of which was to be submitted to the meeting for approval. Those wore all matters which the directors could properly be required to certify in the terms of the sub-section. His hon. and learned friend proposed, in addition to that, that a statement should be made by the vendors as to certain matters specified in the Amendment. How could the directors certify in regard to the matters referred to in the sections? If hon. Members looked at page 9, line 30, they would find that it was provided that the directors shall, at least seven days before the day on which the meeting is held, forward to every member of the company a statement of particulars as to the shares allotted, the cash received, and an abstract of receipts and expenditure.
*MR. LAWSON WALTON: The directors will simply certify that the account is the account sent to them by the vendors.
SIR ROBERT FINLAY: That would mean certifying nothing at all. All the matters dealt with in the sub-section were matters which the directors might fairly be expected to certify, but the directors could only certify that the statement was supplied to them by the vendors, and they

99
could not certify whether it was true or untrue. That would only mean that they would be providing a safeguard which would be more or less illusory. Then he called the attention of the House to the extreme vagueness of the language of the Amendment. The Amendment stated that the vendors would have to furnish an account showing any sums in cash and shares expended by them in the formation of the company, with particulars of "the items and objects" of such expenditure. What did that mean? The items one could understand, but what were the objects? Was it meant that the promoters should state what they had in view when they spent these particular items? On the whole he submitted that this Amendment, though excellent in form, like all his hon. and learned friend's Amendments, was not one that should recommend itself to the House.
MR. LABOUCHERE: I hope the House will go to a division on this Amendment, as it seems to me to be a very legitimate and proper one. We know perfectly well that promoters do spend very large sums of money in getting out companies, and we know also that that money comes out of the pockets of the companies themselves. The aim and object of the Bill is publicity, and to enable persons who have taken shares to know what has been the bona fide expenditure, what has been the amount the vendor obtained, and what has been the amount spent in promoting the company. But if a company's accounts are only to be known to the shareholders and the promoter's accounts are not, that makes the Bill a perfect farce. Take the case of underwriting. The other day I was very sorry that the Attorney General could not see his way to insist that all the money given by the promoters for underwriting should be stated in the prospectus. A person would see 2 per cent, or 3 per cent. for underwriting in the prospectus, and would suppose that that was the only amount that was paid; but the Attorney General admitted that in addition to that 2 or 3 per cent, paid by the company the promoter might give any sum of money on condition, the Attorney General said, that it was his own money. But, of course, that money is eventually paid not by the promoter, but by the company. I do not know whether the Attorney
100
General is aware of the nature of the amounts now paid by the promoter of a company. Take, for instance, the solicitor. The solicitor very often gets £1,000 for putting his name on a prospectus. Is that sum paid by the company? The company might pay £100 of it, but the promoter himself would pay £900. That applies also to brokers on the Stock Exchange. They very often receive £1,000 for putting their names on prospectuses, and that money is mainly paid by the promoters. I think the Bill without some such clause as this would be a mere farce and a snare, and would do more harm than good, I cannot understand the argument of the Attorney General. It seems to me that in his opinion there is something particularly sacred in the section. He says that the Amendment would make an inroad on it; but let us make an inroad on it, because there is nothing particularly sacred about it. Let us act as practical men. We know perfectly well where the difficulty is. It is that when a promoter is selling his property, he pays a very large amount of money himself to get hold of people. Take the case of reports. Does the right hon. Gentleman think that all the reports published about a company are bona fide? I like to know when I read these reports what the eminent mining engineer has got for them. If I saw that he got £1,000 or £2,000, I would begin to mistrust the company. Are promoters ashamed of making known what they pay, and are solicitors, brokers, and mining engineers also ashamed of what they make being known? If they think it is legitimate, why should not the shareholders know of it? Every shilling paid in this way comes out of the capital of the company, because it is added to the price paid to the vendor. I hope the Attorney General will not tell us that this clause, which is proposed by an hon. Gentleman who was a member of the Committee, and who is eminent in the law, cannot be accepted because it would make an inroad on the section.
SIR ALBERT ROLLIT: I understood the Attorney General to say that he regarded this Amendment as at variance with the scheme of the clause. It so happens that I proposed a clause on the original Departmental Committee with

101
the object of giving the fullest information as to the history and genesis of a company to the shareholders at the statutory meeting, and to make the statutory meeting, hitherto formal, a reality. I venture to say that this additional information would be of the greatest value to the shareholders. The Attorney General said that the one objection was that the report would have to be certified by the directors, and that they could not certify it because it would be information furnished by the vendors. There is no objection on that ground. So far as I can see, the real objection to the clause is one that I ventured to raise on the Departmental Committee—how are you to compel vendors to furnish this information? That, however, could be easily made good by additional words to the effect that such information should be rendered by the vendors, and that a penalty should attach for non-compliance. I sincerely hope that the Amendment will be pressed.
MR. BRYCE: When the Attorney General objected to this Amendment, he really did not grapple with it on its merits. He admitted that the object was a good one, and that the difficulties in the way are really difficulties as regards machinery. But they could be easily met. Surely if this Amendment were to become part of the clause, it would then become the duty of the directors, knowing the responsibility which would be upon them of producing this account by the vendor at the statutory meeting, to enter into an arrangement with the vendor to supply that account before completing the contract for the purchase of the company. All that is necessary is to lay the duty on the directors, and to add a provision containing a penalty for misdemeanour as under Section 32. I see nothing at all in the argument of the Attorney General. It is perfectly clear that if it is part of the law the directors will require it, and the promoters will furnish it, and it will be produced at the statutory meeting. As regards the other objection of the Attorney General, he asks what is the meaning of "items" and "objects."
SIR ROBERT FINLAY: I said there was no difficulty about "items."
MR. BRYCE: Then the "object" would be, the purpose for which the money was applied. Supposing a sum of £500 is paid
102
to a financial boomer, the "item" is £500, and the "object" is to boom the concern. I might also mention that this Bill, as prepared by the Departmental Committee and introduced by the Government in the House of Lords, contained a provision to the effect that a promoter might not retain for his own use any profit in shares or otherwise arising out of his connection with the promotion of the company, unless full and fair disclosure were made as to the amount of that profit. That would cover, at any rate, part of the object of my hon. and learned friend, and I think that the Government are bound to accept an Amendment which will have such a useful effect.
MR. BANBURYsaid the Amendment proposed that the statement should be made at the statutory meeting, but he asked what protection would it then be? If it were made before the shareholders had invested their money ho could quite see it would be a protection, but if it were made after they had invested their money he could not see how it would protect them in any way.
MR. BOUSFIELDsaid he could not help thinking that to object to the Amendment merely on verbal grounds was really not doing justice to its subject matter. What they wanted to get at was the large amount of money which disappeared during the formation of a company as between the people who were selling the concern and those who were taking it over. If the Bill remained as it was, and merely dealt with what the company did, and failed to deal with what the promoter did, he thought it would serve rather as a screen for the promoter than otherwise. They had the other night the question as to whether the commission to be paid for underwriting should be stated in the prospectus. That was but another way of dealing with the matter-suggested in the Amendment, and he understood from the President of the Board of Trade that he was prepared to give that matter consideration. Of course if they had it stated on the prospectus what had been done by the promoter, and if they made it the duty of the directors to ascertain the facts in relation to the promotion of the company, then a statement such as was proposed,

103
coming before the statutory meeting, would be very desirable. It seemed to him, unless they made the directors responsible for obtaining a knowledge of what the promoter had done in connection with the flotation of the company, that the Bill would really serve as a screen for the promoter. Whatever might be the objection to the form of the Amendment, he hoped the Government would consider it in connection with the question of the disclosure in the prospectus of the underwriting commission paid by the promoter, with a view to seeing whether it could not be added to the Bill at any rate in another place.
MR. ALEXANDER CROSSsaid he desired to say a few words in support of the Amendment. At the time of the statutory meeting, whore the matter would be discussed, the promoter might not have got rid of all his shares, and if the statement remained screened or otherwise concealed from the public, then his remaining shares could be disposed of. Seeing that the Government had not expressed any serious objection to the principle of the Amendment, and that the Attorney General had stated that he entirely approved of the idea, he ventured to express the hope that some means might be found of carrying the Amendment into effect. After all, to his unprofessional mind the question resolved itself into a very simple one—was this information such information as the shareholders ought to have? It the Attorney General said that the information ought to be concealed, then he was entirely with him in opposing the Amendment, but if the Attorney General said that the information ought to be made public he was taking on himself a great responsibility in refusing to accept the Amendment.
MR. LOUIS SINCLAIRsaid he hoped the Government would not concede this point, because if the expenditure in cash and shares were to be divulged at the statutory meeting, then they might go so far as to ask what the vendor had paid for the property. If an enterprising man discovered a gold mine he would have to divulge the price he paid for it, although he might have expended considerably more money in
104
obtaining reports and investigating the property; and when at the first statutory meeting it would be found that a large sum of money had been expended in that Way, although a gold mining company might not surfer so much, he claimed that such a disclosure would create a great amount of suspicion in connection with an industrial company.
MR. H. C. RICHARDSsaid that the speech of the hon. Member for the Romford Division had entirely convinced him of the wisdom of voting for the Amendment. He could not understand why the law officers objected to an Amendment which had for its object the giving of information to the bona fide investor as to what had taken place. If the hon. Member for the Rom-ford Division were correct in his suggestion, then a promoter, whether of a gold mine or an industrial concern, would be allowed to palm it off on the public at any price he thought fit, and at any profit he could collar. That argument was utterly futile. What objection could there be to the promoter supplying information as to the amount of money which had been spent on obtaining reports? The hon. Member for Northampton charged certain members of the solicitors' profession with putting their names on prospectuses, and it was true that solicitors in the lower branches of the profession did that without ascertaining what the prospectus contained or disclosed, and they required a fee of one thousand guineas for doing it. He could, not understand why the two law officers of the Crown should object to the Amendment. It seemed to make clear that the statutory meeting should be something, more than a gathering of promoters, directors, and the seven signatories to the Articles of Association, and that it should be a gathering where the shareholders would be given some information as to what had taken place. If the Bill were meant to strike at dishonest promoters, then the Amendment should be accepted, because it might have the effect of compelling dishonest or hungry promoters to disgorge some of their spoil.
Question put.
The House divided:—Ayes, 72; Noes, 113. (Division List No. 249.)

AYES.

Abraham, William (Cork, N. E.

Fox, Dr. Joseph Francis

Price, Robert John

Asher, Alexander

Gladstone, Rt. Hon. Herb. J.

Provand, Andrew Dryburgh

Ashton, Thomas Gair

Greene, Henry D. (Shrewsbury)

Reid, Sir Robert Threshie

Birrell, Augustine

Griffith, Ellis J.

Richards, Henry Charles

Blake, Edward

Hazell, Walter

Roberts, John Bryn (Eifion)

Bolton, Thomas Dolling

Healy, Maurice (Cork)

Robertson, Edmund (Dundee)

Bousfield, William Robert

Hedderwick, Thomas Chas. H.

Robertson, Herbert (Hackney)

Bryce, Rt. Hon. James

Holland, William Henry

Robson, William Snowdon

Burt, Thomas

Horniman, Frederick John

Samuel, J. (Stockton-on-Tees)

Buxton, Sydney Charles

Jones, William (Carnarvonsh.)

Scott, Chas. Prestwich (Leigh)

Caldwell, James

Labouchere, Henry

Soames, Arthur Wellesley

Cameron, Robert (Durham)

Macaleese, Daniel

Strachey, Edward

Cawley, Frederick

MacDonnell, Dr. M.A. (Qu'ns C)

Sullivan, Donal (Westmeath)

Cohen, Benjamin Louis

MacNeill, John Gordon Swift

Tanner, Charles Kearns

Cotton-Jodrell, Col. Edw. T. D.

Mellor, Colonel (Lancashire)

Tollemache, Henry James

Crilly, Daniel

Mendl, Sigismund Ferdinand

Tully, Jasper

Cross, Alexander (Glasgow)

Molloy, Bernard Charles

Wallace, Robert

Dewar, Arthur

Morgan, W Pritchard (Merthyr

Walton, Joseph (Barnsley)

Donelan, Captain A.

Morton, Ed w. J. C. (Devonport)

Wilson, Henry J. (York, W. R.)

Doogan, P. C.

Moss, Samuel

Woodhouse, Sir J. T. (H'dd'rsf'd

Douglas, Charles M. (Lanark)

Moulton, John Fletcher

Woods, Samuel

Duckworth, James

O'Brien, Patrick (Kilkenny)

Yoxall, James Henry

Emmott, Alfred

Pease, Alfred E. (Cleveland)

TELLERS FOR THE AYES—Mr. Lawson Walton and Sir Albert Rollit.

Evans, Sir Francis H (South'ton

Pickersgill, Edward Hare

Fenwick, Charles

Power, Patrick Joseph

NOES.

Allnusen, Augustus Henry E.

FitzGerald, Sir Robert Penrose-

Nicol, Donal Ninian

Ashmead-Bartlett, Sir Ellis

Flannery, Sir Fortescue

Phillpotts, Captain Arthur

Atkinson, Rt. Hon. John

Flower, Ernest

Purvis, Robert

Balfour, Rt. Hn. A. J. (Manch'r

Foster, Harry S. (Suffolk)

Remnant, James Farquharson

Balfour, Rt. Hn. G. W. (Leeds)

Garfit, William

Ridley, Rt. Hon. Sir Matthew W

Banbury, Frederick George

Gedge, Sydney

Ritchie, Rt. Hon. C. Thomson

Beach, Rt. Hn. Sir M H (Bristol)

Gibbs, Hn. A. G. H. (Cy of Lond.

Round, James

Bigwood, James

Giles, Charles Tyrrell

Royd, Clement Molyneux

Blundell, Colonel Henry

Godson, Sir Augustus Frederick

Russell, T. W. (Tyrone)

Bond, Edward

Gorst, Rt. Hon. Sir J. Eldon

Sidebotham, J. W. (Cheshire)

Brassey, Albert

Goschen, Rt Hn G J (St. George's

Sidebottom, William (Derbysh.

Brodrick, Rt. Hon. St. John

Goulding, Edward Alfred

Sinclair, Louis (Romford)

Bullard, Sir Harry

Green, W. D. (Wednesbury)

Skewes-Cox, Thomas

Butcher, John George

Hamilton, Rt. Hn. Lord George

Smith, James Parker (Lanark)

Carlile, William Walter

Hanbury, Rt. Hon. Rbt. Wm.

Smith, Hon. W. F. D (Strand)

Carson, Rt. Hon. Sir Edw. H.

Haslett, Sir James Horner

Spencer, Ernest

Cavendish, V. C. W. (Derbysh.)

Hoare, E. Brodie (Hampstead)

Stanley, Hon Arthur (Ormskirk

Cayzer, Sir Charles William

Hudson, George Bickersteth

Stone, Sir Benjamin

Cecil, Evelyn (Hertford, East)

Hutton, John (Yorks., N. R.)

Strauss, Arthur

Cecil, Lord Hugh (Greenwich)

Jameson, Major J. Eustace

Strutt, Hon. Charles Hedley

Chamberlain, Rt. Hon. J. (Birm

Kimber, Henry

Sturt, Hon. Humphry Napier

Chamberlain, J Austen (Worc'r

King, Sir Henry Seymour

Thornton, Percy M.

Chaplin, Rt. Hon. Henry

Lafone, Alfred

Tomlinson, Wm. Edw. Murray

Charrington, Spencer

Lawson, John Grant (Yorks.)

Tritton, Charles Ernest

Clare, Octavius Leigh

Leigh-Bennett, Henry Carrie

Vincent, Sir Edgar (Exeter)

Collings, Rt. Hon. Jesse

Lonsdale, John Brownlee

Warr, Augustus Frederick

Cook, Fred. Lucas (Lambeth)

Lopes, Henry Yarde Buller

Welby, Lt-Col. A. C. E. (Tauntn

Cornwallis, Fiennes Stanley W.

Lowe, Francis William

Wharton, Rt. Hon. John Lloyd

Davies Sir Horatio D (Chatham

Lowles, John

Whiteley, H. (Ashton-under-L.

Digby, John K. D. Wingfield-

Macdona, John Cumming

Whitmore, Charles Algernon

Dixon-Hartland, Sir F. Dixon

M'Arthur, Charles (Liverpool)

Williams, Jos. Powell (Birm.

Douglas, Rt. Hon. A. Akers-

Malcolm, Ian

Wolff, Gustav Wilhelm

Doxford, Sir Wm. Theodore

Martin, Richard Biddulph

Wrightson, Sir Thomas

Dyke, Rt. Hn. Sir William Hart

Middlemore, J. Throgmorton

Wylie, Alexander

Fellowes. Hon. Ailwyn E.

Monckton, Edward Philip

Wyvill, Marmaduke D'Arcy

Fergusson, Rt Hn. Sir J. (Manc'r

Morrell, George Herbert

Finch, George H.

Morton, A. H. A. (Deptford)

TELLERS FOR THE NOES—Sir William Walrond and Mr. Anstruther.

Finlay, Sir Robert Bannatyne

Murray, Rt Hn A Graham (Bute

Fisher, William Hayes

Murray, Chas. J. (Coventry)

Other Amendments made.
MR. BANBURYsaid he wished to move the following Amendment standing
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in the name of the hon. Member for West Wolverhampton. Unless this Amendment were carried, he held that very considerable hardship would be en-

107
tailed on innocent people. In the event of the charge on the stock of a company not being registered, the people who had subscribed for that stock would be deprived of their security and would rank only as ordinary creditors. It was said that those people must go to a judge and say that their contract had been entered into on false representation; but he would point out that they generally were widows or clergymen who had saved a few hundred pounds, and they did not know where to go or what to do. If it was a large investor he would register the charge; but it was absurd that small people scattered all over the country should come to London and register their security. Again, it was said that the certificate which they received would bear upon its back the fact that the security was registered; but what if the endorsement was forged? Seven days was too short a time in which to register a debenture or a mortgage.
Amendment proposed—
"In page 11, line 38, to leave out from the word 'company' to the word 'secured,' in page 12, line 3, inclusive, and insert the words 'be registered in manner required by this Act within twenty-one days after the date of its creation.'"—(Mr. Banbury.)
Question proposed, "That the words proposed to be left out to the word 'registered,' in line 41, stand part of the Bill."
MR. RITCHIEsaid that this Amendment was vital to the clause and to the scheme of the Bill as far as the registration of mortgages was concerned. If it were accepted by the House it would destroy the object which the Government had in view in framing the clause. Some of the worst cases that had been brought to the notice of the public in connection with company formation were in connection with the kind of company of which he would give an illustration. A man turned a private business, perhaps of an unsatisfactory character, into a company, and shares were taken in it by himself or some of his nominees. He then issued debentures, which were secured on all the property, so called, of the company, including not only the buildings, machinery, and plant, but the whole movable and immovable property of the company. The business went on for an indefinite
108
period, and then came the inevitable smash. Then, what was the fate of the-creditor? He might have sent in goods to the extent of thousands of pounds, within a comparatively recent period of the formation of the company, and he found that the original promoter had got a claim over the whole property of the concern, including those goods, although the creditor had had no notice whatever of the existence of the charge, which was in the hands of the promoters of this nefarious company. That was why the Government considered it imperative that there should be no mistake about the registration. He had tried every means, he could think of for giving effective protection, but could find none, except by insisting on registration, which would secure that creditors would have full knowledge of what was going on. Nothing else would be of any avail. As to the objection that failure to register might entail hard-ship upon an innocent holder, ho pointed to the numerous safeguards which surrounded this undoubtedly onerous clause. First of all, by Section 7 the company had to be registered. Then by Section 16 it was the duty of the company to register every mortgage and charge created by the company. But that was not all. Under Section 20, directors who did not see that the charge was registered became liable to a fine of £100. Then there was the liability under the general law of every director to a person who might be aggrieved by non-registration. Further, Sections 6 and 16 provided for the endorsement of every debenture; and another section provided that a summary of the charges on the company should be sent to the registrar, who, if on examination he found the charges not registered, could either himself take proceedings under this Act, or the Board of Trade could do so. He could not see where the difficulties mentioned by his hon. friend could arise. Then there was the safeguard of an appeal to the court, which could, if anyone was damnified, order registration to take place. Lastly, the debenture-holder himself could compel registration. In any case, ho was satisfied that, without this clause, one of the worst frauds in connection with company organisation would be left untouched, and creditors would find themselves in the same hole as they often found themselves in now.
MR. MOULTONhoped that the Government would adhere to their position as to this clause. He had no sympathy with the main provisions of the Bill. He believed that all this specific legislation as to what directors were to do and what the officers of a company were to do was on entirely false lines. It dulled the consciences of courts and juries, and led them not to apply good sensible doctrines of fraud and misrepresentation, and to look to the performance of specific duties as satisfying the claims which a company had on its directors and officers. But when he came to this clause he gave the Government his heartiest support. He could not see why they should allow charges upon the property of a company to be other than public charges. The first subsection was limited as to registration of charges for the purpose of securing the issue of debentures; but he would willingly have seen that a mortgage or charge of any kind should be registered in the case of a company. He would accept gratefully any attempt to bring into greater publicity all charges against a company. It was utterly impossible to prevent these frauds unless this registration wore required, and he hoped that the Government would insist that without this registration all these charges should be void both against the liquidators and against the creditors. He trusted that, for the protection of the general public, they would take upon themselves this responsibility, and that when the registrar had given his certificate of registration that should be conclusive. If this were done, the public would have reasonable protection, and the perpetration of these frauds on the public would become impossible.
MR. LOUIS SINCLAIRventured to think that the clause as it now stood would in some cases inflict hardship and protect the swindlers against the small investor. He was convinced that in some cases debenture holders only found out that their security was invalid when they received their debentures and had paid their money, and then the time for registration of the stock would have expired, and great injustice would be committed. He thought also that if the trustees were made liable to pay up hundreds and thousands of pounds because the company had not registered their stock, good men
110
would be deterred from acting as trustees. Another thing he was afraid of was that the fine of £100 would fall severely on small holders.
SIR FRANCIS EVANSsaid that this Bill, as a whole, reminded him of the Merchandise Marks Act which the hon. Member for Sheffield was supposed to have carried into law. Its effect would be to hinder the investment of English capital in foreign undertakings. To come to the point before the House, he wished to point out that in the carrying on of foreign undertakings they were obliged to borrow money months, sometimes more than a year, before the mortgage could be properly registered. Take a country like Chili: supposing that for some reason or another it was determined to carry on a great undertaking in that country; they would have to create debentures, and the public would have to take those debentures upon the character of the undertaking. Now, if they were to impose on the directors a condition that they could not issue debentures or give valid security unless they registered them under a certain number of days, all he could say was that they could never raise debenture stock. In Chili for certain reasons they were obliged to wait until the courts authorised the registration, and to his own knowledge it had taken over a year to register a mortgage and make it a real mortgage on property. That applied not only to Chili, but to many other countries abroad where Britons invested a large amount of capital. He noticed that there were several classes of Amendments making the registration compulsory in seven days, twenty-one days, three months, etc; but they could not give what it was sought to give—namely, security to the investor—if they tied him down to a date when it was perfectly impossible to get hold of the security in order to get a charge upon it. He believed that seven days, twenty-one days, or three months were equally inapplicable to cases where large amounts of British capital were invested.
*SIR ALBERT ROLLITthought that his hon. friend had overlooked the next sub-section in the clause, which enabled the time of registration to be extended. His hon. friend had pointed out the hardship of debenture-holders not being able,

111
owing to the failure of registration, to secure their investments. But he also overlooked the words of Sub-section 7, by which any person interested in the charge might register; it appeared that even a debenture-holder alone, if he supposed the duty of the company had not been performed, would be at liberty to effect registration and so prevent hardship. The reason which induced the Departmental Committee to make this stringent regulation had been pointed out by the President of the Board of Trade. The principle which influenced the Departmental Committee in casting the obligation upon the company and upon the holders of the security was, that registration could best be enforced by making it the duty of those whose interest it was that registration should be effected, and that seemed to be a right principle. The provisions in the Act of 1862 for registration in a limited form had become a dead letter, and that dead letter had carried more misfortune to shareholders and creditors than probably any other portion of the company law.
MR. BRYN ROBERTSthought the object of registration had been somewhat misapprehended. The object was not to validate a mortgage, but to give notice to creditors of its existence. He had no sympathy with the complaint with regard to the parlous position in which trustees for debenture holders would be placed by this provision. The hon. Gentleman opposite seemed to think that a trustee should receive a certain payment in consideration of his name being used, but that he should have no duties whatever to discharge. The object of a trustee was to give the debenture holders an assurance that their debentures were well secured. There would be nothing in this provision to deter a good man from taking the position of trustee, but there would be something to deter a bad man doing so, and refusing to perform the duties incident to the position.
MR. H. S. FOSTERbelieved that every Member of the House agreed as to the desirability and necessity of requiring companies to keep proper registers of their mortgages and charges, but the point upon which some differed from the Government was as to the penalty to be attached to the non-observance of that
112
wise and proper registration. The President of the Board of Trade had said that this was an onerous clause, and the hon. Member for. South Islington had described it as a stringent clause, and there was no doubt they were right. The clause cast a statutory duty upon certain officials of a company, and upon no one else, to see that there was a registration of mortgages and charges, but the clause punished not only the official upon whom the statutory obligation was cast, but also those who could not by any possibility be held responsible for non-registration. That was a very serious situation. A statement had been issued by the Parliamentary Committee of the Incorporated Law Society, a body which included some of the best known and most eminent lawyers in London. Among the members of that committee were the hon. and learned Member for North Islington and the right hon. Gentleman the Member for East Wolverhampton. The statement of this committee, which had been adopted by the Council of the Incorporated Law Society, contained the following in regard to this clause—
"The committee quite appreciate the desirability in the public interest that provision should be made for the public registration of mortgages, etc., of companies. But, whilst provision is made for such registration, care must be taken that nothing is done to prevent the free raising by companies of money on debenture or debenture stock, or to impair the security which debenture holders or stock holders rightly expect they will receive for their money. To avoid the security of a debenture stock holder because his security is not registered would strike a blow at such security which would effectually prevent companies from raising money by such means and prevent the development of limited company enterprise. The cases of a debenture stock holder for, say, £1,000, part of an issue of, say, £1,000,000, and an ordinary lender of £1,000 to a private individual, are quite different. In the case of a loan of £1,000 to a private individual, the lender makes his own bargain, and he has only himself to blame if he neglects to register his security. Applicants for debenture stock in many cases live in the country. To make such persons within seven days after the allotment of the stock (which it is submitted is in law the creation of the stock) go to Somerset House and see whether the necessary registration of the security has been made, would be intolerable and would lie perfectly impracticable. By all means impose penalties upon the officers of a company who can control the registration if they fail in their duty to register, but on no account interefere with the security of the man who applies bona fide on the strength of a prospectus, and has no control over the registration or non-registration of the

113
security promised to be given to him and on the faith of which he has parted with his money."
That statement was made by a body of solid men whose opinions were entitled to great weight in the House, and it appeared to commend itself as common sense. By all means let penalties be imposed, and if they were not sufficiently heavy let them be made heavier: let it be made a serious offence for those officials whose duty it was to register to fail in their duty. But, after all, the creditor was not in quite the same position as the debenture holder. The creditor before he gave credit generally made some inquiries, and the fact that there had been one or two cases in which fraud had been committed on creditors by collusive charges being given for the purpose of defrauding those creditors was surely not sufficient justification for striking a blow at the validity of the security of the charge when once that charge had been validly created.
MR. BOUSFIELDpointed out that this was really a question of hardship between two sets of innocent people. One set must suffer, and, on the whole, he thought it would be more in accord with various analogies if the one to suffer in this ease was the debenture holder.
MR. BONDsaid the view to be taken of the propriety of this clause and the Amendment depended a good deal upon the opinion held as to the efficacy of the safeguards to be provided. The sugges-
tion was that certain classes of mortgages and charges ought to be registered, in order that people who were asked to deal with the company might know all the circumstances of the company and what charges were likely to come in before them if anything happened to the concern. The efficacy of that suggestion depended on whether intending creditors would search the register. The register was to be kept in London, and it was very doubtful whether a trader in Glasgow, Edinburgh, or Plymouth would, except in very exceptional cases, inform himself as to the state of the mortgage register. If that was so, the endeavour to protect that class of person would not be very successful. On the other hand, in the case of an omission to register, a very serious wrong would be inflicted upon perfectly innocent persons. On the whole, there seemed to be some doubt as to whether any distinct and definite advantage would be given to the intending creditor by insisting on this registration, and he should support the Amendment
MR. SYDNEY GEDGE, who spoke amid cries of "Divide," was understood to say that, although he voted for the Amendment in Committee, he was satisfied by the debate which had just taken place that he was wrong in so doing, and he should, therefore, now vote against the Amendment.
Question put.
The House divided:—Ayes, 150; Noes, 29. (Division List No. 250.)

AYES.

Allhusen, Augustus Henry E.

Cavendish, V. C. W. (Derbysh.)

Dyke, Rt. Hn. Sir William Hart

Asher, Alexander

Cawley, Frederick

Emmott, Alfred

Ashmead-Bartlett, Sir Ellis

Cecil, Evelyn (Hertford, E.)

Fellowes, Hon. Ailwyn Edw.

Atkinson, Rt. Hon. John

Cecil, Lord' Hugh (Greenwich)

Fergusson Rt. Hn Sir J (Manc'r

Balfour, Rt. Hn. A. J. (Manch'r)

Chamberlain, Rt. Hn. J. (Birm.)

Finch, George H.

Balfour, Rt Hn Gerald W (Leeds

Chamberlain, J. Austen (Worc'r

Finlay, Sir Robert Bannatyne

Beach, Rt Hn Sir. M. H. (Bristol)

Channing, Francis Allston

Fisher, William Hayes

Beaumont, Wentworth C. B.

Chaplin, Rt. Hon. Henry

FitzGerald, Sir Robert Penrose-

Bethell, Commander

Charrington, Spencer

Flannery, Sir Fortescue

Bigwood, James

Cohen, Benjamin Louis

Flower, Ernest

Birrell, Augustine

Collings, Rt. Hon. Jesse

Fowler, Rt. Hon. Sir Henry

Blundell, Colonel Henry

Cook, Fred. Lucas (Lambeth)

Garfit, William

Bousfield, William Robert

Cornwallis, Fiennes Stanley W.

Gedge, Sydney

Brassey, Albert

Cotton-Jodrell, Col. E. T. D.

Giles, Charles Tyrrell

Brodrick, Rt. Hon St. John

Cross, Alexander (Glasgow)

Godson, Sir Augustus Frederick

Bryce, Rt. Hon. James

Davies, Sir Horatio D (Chatham

Gorst, Rt. Hon. Sir J. Eldon

Bullard, Sir Harry

Dewar, Arthur

Goschen, Rt Hn. G. J. (St. Geor's

Butcher, John George

Digby, John K. D. Wingfield-

Goulding, Edward Alfred

Buxton, Sydney Charles

Douglas, Rt. Hon. A. Akers-

Green, W. D. (Wednesbury)

Caldwell, James

Douglas, Charles M. (Lanark)

Grey, Sir Edward (Berwick)

Carlile, William Walter

Doxford, Sir William Theodore

Griffith, Ellis J.

Carson, Rt. Hon. Sir Edw. H.

Duckworth, James

Hamilton, Rt. Hon. Lord G.

Hanbury, Rt. Hn. Robert W.

Murray, Rt Hn A. Graham (Bute

Spencer, Ernest

Haslett, Sir James Horner

Murray, Charles J. (Coventry)

Stanley, Hn. Arthur (Ormskirk

Hayne, Rt. Hn. Charles Seale-

Nicol, Donald Ninian

Strachey, Edward

Hazell, Walter

O'Brien, Patrick (Kilkenny)

Strauss, Arthur

Healy, Maurice (Cork)

Pease, Alfred E. (Cleveland)

Strutt, Hn. Charles Hedley

Hoare, Edw Brodie (Hampstead

Pease, Herb. Pike (Darlington)

Sturt, Hon. Humphry Napier

Holland, William Henry

Peel, Hn. Wm Robert Wellesley

Talbot, Rt Hn. J. G. (Oxf'd Univ.

Hudson, George Bickersteth

Phillpotts, Captain Arthur

Thornton, Percy M.

Hutton, John (Yorks., N. R.)

Pollock, Harry Frederick

Tollemache, Henry James

Jones, William (Carnarvonsh.

Purvis, Robert

Tomlinson, Wm. Edw. Murray

King, Sir Henry Seymour

Remnant, James Farquharson

Tritton, Charles Ernest

Knowles, Lees

Richards, Henry Charles

Walton, John Lawson (Leeds, S.

Lafone, Alfred

Ridley, Rt Hon Sir Matthew W.

Welby, Lt.-Col A C E (Taunton)

Leigh-Bennett, Henry Currie

Ritchie, Rt. Hn. Chas. T.

Wharton, Rt. Hon. John Lloyd

Long, Col. Chas. W. (Evesham)

Roberts, John Bryn (Eifion)

Whiteley, H. (Ashton-under-L.

Lonsdale, John Brownlee

Robertson, Herbert (Hackney)

Whitmore, Charles Algernon

Lopes, Henry Yarde Buller

Rollit, Sir Albert Kaye

Williams, Joseph Powell- (Bir

Lyttelton, Hon. Alfred

Round, James

Willoughby de Eresby, Lord

Macaleese, Daniel

Royds, Clement Molyneux

Wilson, Henry J. (York, W. R.)

Macdona, John Gumming

Russell, T. W. (Tyrone)

Woodhouse, Sir J T (Huddersf'd

M'Arthur, Charles (Liverpool)

Samuel, J. (Stockton-on-Tees)

Woods, Samuel

Malcolm, Ian

Seely, Charles Hilton

Wrightson, Sir Thomas

Martin, Richard Biddulph

Sidebotham, J. W. (Cheshire)

Wylie, Alexander

Mellor, Colonel (Lancashire)

Sidebottom, Wm. (Derbysh.)

Wyndham, George

Monckton, Edward Philip

Skewes-Cox, Thomas

Wyvill, Marmaduke D'Arcy

Morrell, George Herbert

Smith, James Parker (Lanarks.

Yoxall, James Henry

Morton, Arthur H. A (Deptford)

Smith, Samuel (Flint)

TELLERS FOR THE AYES—Sir William Walrond and Mr. Anstruther.

Moss, Samuel

Smith, Hon. W. F. D. (Strand)

Moulton, John Fletcher

Soames, Arthur Wellesley

NOES.

Abraham, William (Cork, N. E.

Greene, Henry D. (Shrewsbury)

Provand, Andrew Dryburgh

Ashton, Thomas Gair

Horniman, Frederick John

Robson, William Snowdon

Blake, Edward

Lawson, John Grant (Yorks.)

Sinclair, Louis (Romford)

Bolton, Thomas Dolling

Lowles, John

Sullivan, Donald (Westmeath)

Bond, Edward

MacDonnell, Dr M A (Queen's C

Tanner, Charles Reams

Crilly, Daniel

MacNeill, John Gordon Swift

Tully, Jasper

Dalziel, James Henry

Mendl, Sigismund Ferdinand

Warr, Augustus Frederick

Donelan, Captain A.

Morgan, W Pritchard (Merthyr

Doogan, P. C.

Morton, Edw. J. C. (Devonport)

TELLERS FOR THE NOES—Mr. Banbury and Sir Francis Evans.

Foster, Harry S. (Suffolk)

Power, Patrick Joseph

Gibbs, Hn. A.G. H. (City of Lond

Price, Robert John

Question put and agreed to.

Amendment proposed—
"In page 11, line 41, to leave out the word 'registered,' and insert the words 'filer with the registrar for registration.'"—(Mr. Sydney Gedge.)
Amendment agreed to.
MR. H. S. FOSTERsaid he desired to raise a very important question. Clause 16 required registration within seven days after the date of creation, but the Amendment he had put down proposed that this period should be throe months. He might point out that he was not wedded to any particular period.
MR. RITCHIE: I am willing to accept twenty-one days.
MR. H. S. FOSTERsaid he should prefer to hear the opinion of the House as to whether twenty-one days or three months was most acceptable.
Amendment proposed—
"In page 12, line 1, to leave out the words 'seven days,' and insert the words 'three months.'"—(Mr. H. S. Foster.)
Question proposed, "That the words 'seven days' stand part of the Bill.'"
MR. RITCHIE: I do not think this period ought to be so long as three months. I agree with my hon. friend that seven days is too short, and I would suggest that he might accept the terms of the Amendment standing next on the Paper in the name of the hon. Member for West Wolverhampton, which provides that the period should be twenty-one days.
MR. MOULTONsaid that if twenty-one days were allowed surely that ought to be enough. He agreed that no time ought to be lost in registering. He did not think anyone would agree to sub-

117
scribe for debentures which had not been properly registered.
SIR FRANCIS EVANSsaid he did not exactly understand the object of the effort which was being made by this proposal. Were they not by this proviso opening the door to fraud on the part of the man who subscribed for debentures? He did not believe that the proposal would afford any protection either to the lender or the creditor, whether the period fixed was seven or twenty-one days. They were practically asking the lender to lend his money upon an imaginary security, and they were opening the door to very great fraud. He was opposed both to seven and twenty-one days, and the directors should be obliged to register at once what they intended to do, in order that the lender or creditor might see for himself exactly what was proposed. By this proposal they would open the door to fraud as against the creditor and the lender, and the Bill would do much harm and no possible good.
SIR HENRY FOWLER: I should like to point out that what this clause aims at is to give notice. It gives notice to all the world that the company has created this security upon its property. That is precisely what is done with reference to a bill of sale. This clause seems to mo to meet the case completely. It provides that—
"Where the mortgage or charge comprises property outside the United Kingdom, it shall be sufficient compliance with the requirements of this section, if a deed purporting to specificially charge such property be registered notwithstanding that further proceedings may be necessary to make such mortgage or charge valid or effectual according to the law of the country in which such property is situate."
That appears to me to entirely cover the case mentioned by my hon. friend. I think seven days is too short a period, but I hope the Government will not go beyond twenty-one days, because I think all these difficulties are perfectly imaginary, and I cannot see where they will arise. It is a very simple and straightforward transaction, and will put an end to what has been the very worst type of fraud that has been committed in connection with companies.
MR. H. S. FOSTER: I am willing to accept twenty-one days, and I will withdraw my Amendment.
Amendment, by leave, withdrawn.
Amendment proposed—
"In page 12, line 1, to leave out the words 'seven days' and insert the words 'twenty-one days.'"—(Mr. Ritchie.)
Amendment agreed to.
Amendment proposed—
"In page 12, line 5, after the word 'shall' to insert the words ' so far as that property is concerned.'"—(Mr. Sydney Gedge.)
Amendment agreed to.
Amendment proposed—
"In page 12, line 36, after the word 'secured' to insert the words 'shall be conclusive evidence of the requirements of this section as to registration having been complied with.'"—(Sir Robert Finlay.)
Question proposed, "That those words be there inserted."
SIR FRANCIS EVANSsaid by this proposal they were going to make the public think that there was a real charge upon the property, and this would open the door to great fraud. What the public would think by chose words was that they had secured a mortgage upon the property, and by the insertion of these words they would emphasise the belief that there was a mortgage and security when there really was none whatever. He thought these words would make things worse than they were before, for they would merely add to the delusion of the public, and would be productive of much harm.
SIR ROBERT FINLAYreplied that he could not help thinking that the observations of the hon. Member were simply a repetition of the observations which he directed against the clause generally.
SIR FRANCIS EVANS: Exactly.
SIR ROBERT FINLAYsaid they had decided that matter, and what they were now dealing with was whether the certificate was to be conclusive evidence that the requirements had been complied with. He really could not see that any member of the public would be deceived by this provision.
Amendment proposed—
"In page 13, line 5, to leave out Sub-section 8."—(Sir Robert Finlay.)
MR. H. S. FOSTER: Can we have some explanation why this sub-section is to be left out?
SIR ROBERT FINLAY: It is simply a consequential Amendment.
SIR FRANCIS EVANScontended that this was another way of deceiving the public. They provided in this sub section that they should substantially disclose the nature of the security, and now they proposed to take out that proviso. The nature of the security was the only guarantee that it was a security at all. Those investing money wanted to know exactly the nature of the security, and if the directors were obliged to state that this security was no security at all until the Government of a foreign country really acknowledged it, it was essential for the protection of the lender of money in this country that they should substantially disclose the nature of that security. Without the sub-section the person who took up debentures would be deceived into believing that registration in this country was a guarantee, whereas it would be of no value in respect of property situate abroad. He quite disagreed with the Government in their decision to withdraw this sub-section, because it was necessary for the protection of the public in the industrial undertakings which they possessed in foreign countries. He should certainly vote against this proposal.
MR. LABOUCHEREsaid the views expressed by his hon. friend the Member for Southampton were not a mere phantom, but were a practical reality. What his hon. friend meant was that if a company with a largo amount of property abroad issued a certificate of debentures stating that those debentures had been registered, the persons buying those bonds would be under the impression that the registration held good, whereas it did not hold good in regard to that property until the obligations with regard to registration were fulfilled abroad. Subsection 8 provided that—
"The registration of a mortgage or charge in pursuance of this section shall not be invalid merely by reason of any inaccuracy in
120
the particulars registered provided that they substantially disclose the nature of the security."
A great many companies had property abroad, and they issued debentures which were absolutely worthless, and when a person saw those debentures registered hero he would think that that was a guarantee of security to him in regard to the property of the company, whereas it was no such thing. If his hon. friend went to a division he should certainly vote with him, because he really thought they were making a great mistake. He agreed that it might not be necessary to disclose all mortgages, but there were a great many innocent people who took these bonds, and he did not think their interests should be sacrificed for the benefit of others.
*MR. LAWSON WALTONpointed out that if a charge was given which was worthless, the person who held that charge had a property of no value, because it was a mortgage upon property which had no value. The provision of this clause was simply that that charge should be registered for what it was worth. How such a provision could be construed into an injustice he was at a loss to understand. Surely it could not be worth either more or less because it was to be registered in this country. The suggestion that there might be some person who had lent his money upon the assumption that the security was valuable because it was registered, assumed a state of ignorance which was not supported by ordinary experience.
MR. BRYCE: It appears to me that if my hon. friend the Member for Northampton and the hon. Member for Southampton think what is attributed to them by the hon. Member for South Leeds, his argument is against them. But I understand them to mean something different. I take it they were thinking not of a creditor, but of the person who takes the debentures. Therefore, the argument of my hon. friend does not appear to me to be relevant. Sub-section 2 makes them believe that they have a valuable charge when they have got nothing of the kind. I do not think that the leaving out of this sub-section will meet my hon. friends' view. All we can do now is to appeal to the Government to consider the point with a view of seeing whether they can

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introduce words in Sub-section 2 which will meet the point raised. It seems to me that it is a point which deserves consideration when the Bill goes to another place.
MR. BRYN ROBERTSsaid it was conceded that the holder of the security knew that his security was valueless unless it was registered in a foreign country. If that was so, surety he was defrauded whether there was registration or not. That fraud existed at the present time, and, therefore, he assumed that there could be no fraud except upon terms of which the debenture-holder was aware. He would not be deprived of that knowledge when he learned that the registration had been in this country only, because he would know that registration only gave him notice that he would not be displaced by subsequent creditors lending money. The imperfection by reason of the non-registration remained exactly where it was before, and it was neither increased nor diminished by this proposal.
Amendment agreed to.
Amendment proposed—
"In page 13, line 18, after the word 'company to insert the words, 'provided that where a series of debentures containing any charge to the benefit of which the debenture holders of that series are entitled pari passu is created by a company, it shall be sufficient for the comp my to keep an entry of the following particulars—(a) the total amount secured by the whole series; (b) the dates of the resolutions creating the series and of the covering deed, if any, by which the security is created I or defined; (c) a general description of the property charged; and (d) the names of the trustees for the debenture holders."—(Mr. Tomlinson.)
SIR ROBERT FINLAYsaid his right hon. friend was willing to accept an Amendment in other words, which would meet the object of his hon. friend.
MR. TOMLINSON: Then I withdraw my Amendment.
Amendment, by leave, withdrawn.
Amendment proposed—
"In page 13 line 18, after the word 'company,' to insert the words, 'provided that in the case of a series of uniform debentures a copy of one such debenture shall be sufficient.'"—(Mr. Ritchie.)
Amendment agreed to.
Another Amendment proposed—
"In page 13, line 19, to leave out from the word 'court' to the word 'may,' in line 25."—(Mr. Bond.)
Question proposed, "That the words proposed to be left out stand part of the Bill."
SIR ROBERT FINLAYagreed to some extent with the principle enunciated by the mover of the Amendment, but it was hardly right to throw the matter at the House without giving any grounds. The same objection did not seem to apply to the next Amendment, in the name of the hon. Member for Walsall, and he should, be willing to accept that.
Amendment, by leave, withdrawn.
MR. SYDNEY GEDGEformally moved—
"In page 13, line 25, after 'company,' to-insert 'or that on other grounds it is just and equitable to grant relief.'"
SIR FRANCIS EVANSasked whether this provision would enable the judge to look into the matter as to whether a. foreign Government had had time to enable such mortgage to be registered.
SIR ROBERT FINLAYreminded the: hon. Member that the section merely imposed an additional requirement in order to validate a mortgage given by a company. It was not in any way to render valid in a foreign country that which would not be valid if the Bill were not passed.
Amendment agreed to.
Amendment proposed—
"In page 13, line 40, to leave out from the-word 'company,' to the word 'pounds,' in page 14, line 4, inclusive, and insert the words. 'the company, and every director, manager, and other officer of the company who knowingly and wilfully authorised or permitted such default shall, without prejudice to any other liability, be liable on summary conviction to a line not exceeding one hundred pounds; and if any person knowingly and wilfully authorises or permits the delivery of any debenture or certificate of debenture stock, required by this Act to be registered, without a copy of the certificate of the registrar being indorsed upon it, he shall, without prejudice to any other liability, be liable on summary conviction to a fine not exceeding one hundred, pounds,' instead thereof."—(Mr. Ritchie.)
Question, "That the words proposed to be left out to the word 'responsible,' in page 14, line 2, stand part of the Bill," put, and negatived.
Remaining words omitted.
Question proposed, "That those words be there inserted."
MR. LAWSON WALTONsaid the language of the original clause was that if any company made default in complying with the requirements of the Act certain penalties should attach, and the two defaults were entirely distinct in character. The first was as to the registration of the debentures, and the second was as to the duty of seeing that each certificate of debenture stock had endorsed upon it a certification that the debenture had been registered. "Default" was a word which comprehended not only intentional but negligent disregard of duty, and in the original clause the liability certainly attached to officers of the company who negligently omitted to register a debenture or to take the necessary steps to give each holder of debenture stock the necessary certification. The clause proposed to be substituted used language which, probably not intentionally, but certainly effectually, excluded all cases of default attributable to negligence. He therefore desired to move the insertion of the words "or negligently" after the words "knowingly and wilfully" in each case. This Amendment was of enormous importance to the perfectly innocent class of person who might hold the debentures of a company. Those debentures by the present law were valid, whether registered or not, but by the operation of this clause their validity would be contingent on their having been registered. It was essential that it should be somebody's duty, not merely if he thought of it, to take the necessary care to see that the debenture-holder had upon the certificate of his debenture an intimation that the debenture had been registered. He did not say that many officers would wilfully do it, but scores would negligently omit to take the necessary steps, and it was necessary to do something to ensure that persons who negligently omitted to do their duty should be made responsible by means of such a provision as he now proposed.
Amendment proposed to the proposed Amendment—
"In line 3, after the word 'wilfully,' to insert the words 'or negligently.'"—(Mr. Lawson Walton.)
Question proposed, "That those words be there inserted in the proposed Amendment."
SIR ROBERT FINLAYpointed out that the clause in its original form, as regards one branch, applied only to persons who "knowingly" authorised or permitted the delivery of any debenture stock without the certificate being endorsed thereon. He reminded the House that the penalty with which they were dealing was a very severe one, it being £100 for each default. Surely in such a case it was not too much to say that the persons to whom the liability attached should be persons who could be shown to have knowingly evaded the law. It would be a very serious step to apply that penalty to persons who had been guilty only of negligence, and therefore he hoped the Amendment would be negatived.
MR. MOULTONtrusted the House would not listen to the Amendment. This was a fine example of how men even of the eminence of the mover of the Amendment, as soon as the words "limited company" were mentioned, seemed to lose all sense of proportion. What was the House asked to do? Here was a question of endorsing a notice of registration on a security which came to a man who had bought it and whose business it was to look over it and see that it was in order. Was it suggested that a clerk who had forgotten to do what was provided, although he never had any intention of violating the law, because he was sleepy or careless, ought to be liable on summary conviction to a penalty not exceeding £100? Surely they would not get things in a better state if they lent themselves to such exaggerated notions of punishing everybody connected with a company for mere inattention. To suggest that mere inattention should be punished in this way seemed to him to be out of all proportion to the offence.
MR. LABOUCHEREsaid that if a clerk was sleepy this proposal would wake him up. But it would not affect clerks

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so much as directors, and there must be some sort of guarantee. It was proposed to put in words to the effect that punishment was to be inflicted if the clerk wilfully or negligently did a certain thing. But how could they tell whether he did a thing wilfully or negligently? The fact was that this thing had been done in the past, and this was a proposal to prevent it being done in the future. He was perfectly certain that they would get more fairness from these men, and they would not be so negligent as they would be if there was not some punishment fixed. He should have liked to see this Amendment moved from the other side of the House, where there seemed to be a sort of family arrangement, for not a single Amendment had been accepted from this side of the House. It was a very remarkable thing that all the Amendments from the other side should be accepted.
SIR FRANCIS EVANSsaid this was trying to impose penalties by law in a way in which it was perfectly impracticable and unworkable. It was not possible for a director of a large company to make perfectly certain that in all these matters he was protected by what was set forth in this paragraph. To impose £100 for each offence was really an absurdity.
Question put, and negatived.
Words inserted.
MR. H. S. FOSTERsaid it was the practice of some companies to supply the information he desired to provide for voluntarily to the debenture holders, and he hoped his right hon. friend would accept his Amendment. He begged to move.
Amendment proposed—
"In page 15, line 22, after the word 'meeting,' to insert the words 'a copy of such report and balance-sheet shall be sent to every registered holder of debentures or debenture stock within seven days after such general meeting.'"—(Mr. H. S. Foster.)
SIR ROBERT FINLAYsaid he hoped his hon. friend would not press this Amendment, because a great deal of expense would be incurred to put it in operation.
Question, "That those words be there inserted," put, and negatived.
MR. BRYCE: I beg to propose that Clause 26 be left out. This clause proposes to extend the operation of Section 2 of the Joint Stock Companies Arrangement Act, 1870, to a case in which a company shall be deemed to be in course of winding up when a petition for the winding up of the company has been presented. This Act provides that where a company is in course of liquidation by the Court it is possible for an arrangement or compromise to be made between the company and its creditors, and that that arrangement shall be binding if a majority representing three-fourths in value of the creditors agree to the compromise. The effect of Clause 26 would be very detrimental. Section 2 of the Act of 1870 was intended for companies unable to meet their obligations, and it was provided that as everybody could not be paid in full an arrangement might be made by which they could make some concession and accept something less than their rights. In the case of a bona fide liquidation this may be the only way of doing the best for all the people connected with the company. If you extend that provision so as to allow a company, without any order and without a company going into liquidation at all, to force a compromise by a three-fourths majority upon a minority, and compel the minority to accept less, it is obvious that you are giving a very wide and what may become a very dangerous extension of the principle of compelling people to accept less than they ought to get. Is it right to put into operation the power of a majority of three-fourths when the minority may be unwilling to submit to the compromise, and when the object may be merely to get money on more favourable terms? I moved a similar Amendment upstairs, and on that occasion the Attorney General appeared to think that it was not a dangerous proposal, and he undertook to consider it. If the Attorney General thinks my Amendment to leave out Clause 26 goes too far, I am quite willing to move to leave out simply the first part.
Amendment proposed—
"In page 15, line 24, to leave out Clause 26."—(Mr. Bryce.)
Question proposed, "That the words proposed to be left out stand part of the Bill."
SIR ROBERT FINLAYsaid that the second section of the Companies Act of 1870 provided for certain facilities for arrangements in the case of companies which were in the course of being wound up, either voluntarily or under the supervision of the court. He thought there was a great deal of force in the proposal made in the first part of the clause, which provided that the company should be deemed for this purpose to be in the course of winding up merely if the petition for the winding up had been presented. A company was not in course of winding up until it was being wound up; the mere presentation of a petition had no effect until an order followed on the petition. It was in reference to that part of the section, and that part only, that he expressed the opinion to which reference had been made. He gathered that the right hon. Gentleman would be satisfied if the Government struck out the earlier part of the section, and he was prepared to agree to that on their behalf.
MR. BRYCEentirely accepted the promise of the Attorney General; it completely met his doubts with regard to the clause, and he would therefore withdraw the Amendment, and move to strike out only the first part of the clause.
Amendment, by leave, withdrawn.
MR. BRYCEformally moved to omit the first part of the clause, down to the end of line 27.
Amendment agreed to.
MR. BRYCEformally moved to insert before line 28 the words, "The provisions of Section 2 of the Joint Stock Companies Arrangement Act, 1870."
Amendment agreed to.
MR. SYDNEY GEDGE, in rising to move the omission of Clause 28, said he would not at that hour of the night move an Amendment of such a character if it were not of very great importance. The clause was not in the Bill as originally introduced, but was brought in by the influence of the right hon. Gentleman
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the Member for South Aberdeen. Under the existing law, if a company was in course of liquidation, the official receiver could summon the directors to a private examination. If, under the Act of 1890, the official receiver reported that in his opinion fraud had been committed in the promotion or formation of the company, the court might publicly examine certain persons. It was for some time thought that if fraud had been alleged by the official receiver against any person, not only that person but also any other person connected with the company might be publicly examined. The House of Lords, however, had decided that that construction of the Act was wrong, and that only the person whom the liquidator prima facie suspected of fraud might be subjected to the terrible ordeal of a public examination. On that occasion Lord Herschell used very strong language on the subject, to the following effect—
"If their construction is right yon have this preposterous result. You have A, we will say, inculpated in the report on a charge of fraud. It is suggested that B and C were co-directors with him or co-officials of some kind or other, and you have an order made and, as they say, properly made, for the examination of not only A, but B and C also, and on the examination it turns out none of these persons were to blame. Then A applies for his costs. 'Yes' say the Court, 'you were exculpated, and we will give you your costs'; but when B and C come the answer is, 'No; you have not been exculpated because you were never charged, and therefore you must bear the expenses yourself.' Such legislation would be nothing short of preposterous. The only construction of the legislation that can make it reasonable is that no persons can be ordered to attend and be examined at their own expense but those who are prima facie inculpated."
In this clause, however, the Government were proposing to do the very thing which the House of Lords had declared to be preposterous, and ought not to be done. He hoped the Government would go back to its first love, and consent to omit this clause from the Bill.
Amendment proposed—
"In page 15, line 34, to leave out Clause 28.—(Mr. Sydney Gedge.)
Question proposed, "That the words proposed to be left out stand part of the Bill."
SIR ROBERT FINLAYadmitted the accuracy of the statement of the hon. Member with regard to the decision of

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the House of Lords upon the language of Section 8 of the Companies Winding-up Act, 1890, and he did not for one moment suggest that the decision of the highest legal tribunal in the land was incorrect, having regard to the wording of the clause. But the Chancellor of the Exchequer had stated that the effect of the words was entirely at variance with the intentions of those who were responsible for bringing in the Bill, and, as he believed, of the House when it passed it. That, of course, was a matter into which no court could go when construing a section, and the decision of the House of Lords had reference to the wording of the clause and that alone. What, after all, was the result of this section? There had to be a report charging some particular person with fraud before an order could be made for the examination of any person, and the person so to be examined must be the person charged with fraud in the report of the official receiver. The effect of the change proposed would be merely that if the official receiver reported that there had been fraud in connection with a company, the order for the examination must be made.
MR. SYDNEY GEDGE: Of everybody?
SIR ROBERT FINLAY: Of any person connected with the company. The Chancellor of the Exchequer had declared that that was certainly the intention when the Bill was introduced. There really did not seem to be anything so very terrible about the fact that if a fraud had been reported an order must be made for the public examination of anyone connected with the company. That was the extent of the proposal, and he hoped the House would adhere to it.
MR. BRYCEsaid it was extremely undesirable to throw upon a Department like the Board of Trade the responsibility of bringing a charge against a particular person. It was quite right that the official receiver should report that he was satisfied there were grounds for believing there had been fraud in the inception or management of a company, but that was quite different from throwing upon an official of such a Department the duty of imputing fraud against any particular person.
MR. MOULTONdrew attention to the fact that the only person who could recover costs in such cases was the person who exculpated himself. He thoroughly agreed with the Attorney General as to the advisability of the examination of all persons in such a case as was suggested; but would it not be necessary, in order that injustice should not be done to innocent people, to make some further provision with regard to costs. Those who had not been charged would not come within the words "exculpate themselves," and they would therefore not be able to recover costs. Surely this clause ought not to be passed without some consideration of that point.
SIR EDWARD CARSONexplained that the effect of the proposal was merely that where there was fraud any person might be called and examined. There did not appear to be anything very hard in the fact that if the person was not exculpated from the charge of fraud he should get no costs.
MR. SYDNEY GEDGEreminded the right hon. and learned Member that the House of Lords had distinctly decided that people who were not charged with fraud could not get their costs.
MR. BONDsaid that persons might be put to considerable expense, even though no charges were made against them, and not being persons exculpated they would not be entitled to recover costs.
MR. RITCHIE: I think the question which the hon. and learned Gentleman has raised is one which ought to be considered, and I will agree to consider the question.
MR. LAWSON WALTONcontended that there could be no exculpation without a charge, and the only person who could get his costs was the person against whom the charge was made. That was the decision of the House of Lords. If they got a report which made no charge there could be no exculpation, and there was no jurisdiction to provide for the costs. They might get the case of a number of directors who were publicly examined, and yet there was no arrangement for their costs. If the right hon. Gentleman proposed to look into the

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question he should do so with the intention of doing full justice to the decision of the House of Lords.
SIR SEYMOUR KING SIR SEYMOUR KING (Hull, Central) moved the omission of Clause 29. He said he regretted that it would he necessary for him to go at some length in the way of explaining why lie made this proposal. The clause had been introduced upon the motion of his hon. friend the Member for Peckham, but he had been unable to ascertain that the clause had been called for by any public opinion in the country. It was a perfectly unworkable proposal, and the only people who would get am good from it would be the lawyers. The result of the clause would undoubtedly be to prevent some of the most regular transactions in respect to companies; it would greatly interfere with the reconstruction and amalgamation of companies, and it would almost prohibit a. profitable sale. He would like to know what justification there was for the clause being proposed at all. This was simply a question of existing contracts between two parties, a lender and a borrower, and the clause proposed to alter the contract in the interest of one part y, and that the lender. It was urged in favour of the clause that money-lenders did not know the terms on which they were lending, but such ignorance must be extremely limited. The question was whether this House was going to vary the existing conditions between shareholders and debenture-holders which would affect considerably millions of capital. There was another person to the contract besides the lender, and that was the borrower. He entered upon terms perfectly well known, and in case of winding up he should be able to repay the money at par. There were eases of great amalgamations going on every day where numerous little companies came together and formed one company, and none of these could be affected under this clause without the shareholders paid a very heavy fine to the debenture holders. He knew the case of a company where they went to the Stock Exchange and they were informed of the resolution which had been passed by the Stock Exchange in November, 1896, not
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to grant any more quotations unless the price named for redemption was embodied in the trust deed, and the Stock Exchange required them to insert that clause. Of course they said they would do nothing of the sort. The debentures had to run for 100 years, and they could not foresee what 100 years might bring forth. That company absolutely declined to accede to the request of the Stock Exchange Committee, but in the end they got their quotation. It was that very right that they insisted upon preserving, and it was that right which was attempted to be taken away by this clause. The result would be that the greater the necessity of the shareholders the greater would be the fine to be exacted from them. He agreed that in the case of an insolvent company the debenture holders would only be too glad to do this, but the debenture holders were amply secured, and it might not suit the shareholders to continue the business. He should have liked to say a great deal upon this point, for he wished to plead for the rights of the shareholders, which were being taken away under this clause. The shareholders would be the mere slaves of the debenture holders without profit to themselves, or else they would have to pay blackmail to the debenture holders. Everyone knew what the effect of this clause would be. Was there ever such a remarkable piece of drafting as was contained in this clause? What was the meaning of "redeemable debenture or preference stocks or shares"? Whoever hoard of such a thing? Then the clause went on to say that such stocks and shares shall not be paid off "before the due date." What was the due date? There was another side to this beautiful clause. If no debenture was to be paid off before the due date they would lose their right to demand their money in case of going into liquidation. There was no provision in the clause for ascertaining the opinion of the debenture holders. The whole clause was a most indifferent piece of drafting; it was impossible to know really what was meant. The only effect of the clause would be to inflict great hardship on shareholders throughout the length and breadth of the country, and he had never heard of contracts being varied to the detriment of one party with-out any reason being shown, without compensation being given. He therefore moved the omission of Clause 29.
Amendment proposed—
"In page 16, line 1, to leave out Clause 29."—(Sir Seymour King.)
Question proposed, "That the words proposed to lie left out to the second word 'of,' in line 1, stand part of the Bill."
*MR. BANBURYsaid that the hon. Member who had just sat down had stated that a company being desirous of going into liquidation because it could no longer carry on business profitably would have to pay blackmail to the debenture holders. This was not correct, because the clause provided that any company could go into voluntary liquidation, without obtaining the consent of the debenture holders, by applying to the court and obtaining its consent. The clause was designed to meet what was little less than a swindle. A company issues debentures payable, say at 110, on a certain date. It finds in two or three years that its business and credit have improved, and that it can borrow money cheaper than it could when it issued its debentures. It goes into voluntary liquidation, pays its debentures off at 100, though the prospectus had stated that they would only be paid off at 110, and then issues new debentures at a lower rate of interest. This had been done during the last four years. It was first done by a company in the Midlands. There was a lawsuit, and the debenture holders lost. A brewery company immediately followed suit, and it has been done by other companies. As to there being no provision for obtaining the consent of the debenture holders, everyone knew that they were registered, and that all the company had to do was to send round a form which the debenture holders would fill up "yes" or "no." There was something to be said for the case of a company which found it could not carry on business profitably and desired honestly to go into liquidation and pay off its debentures. If the Amendment he proposed to move later on was accepted, the clause would not apply to such a company, and no injustice would be done.
MR. MOULTONhoped the Government would not defend the clause. He hardly knew whether it was more funny or more unjust, and the drafting was such that no court could really construe it. The
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framers of the clause seemed to imagine that by going into voluntary liquidation a company could alter its liability. Nothing of the kind. But what was really proposed? A great many companies issued debentures only on the terms that if for any reason they gave up business they should be entitled to repay either at par or above par, or on whatever terms were stated in the debenture. Mortgage companies, which were a very solid kind of company if well managed, borrowed large sums, and as long as business went on they were willing to pay interest considerably higher than that on many other securities. But they were only willing to carry on business while they could afford to pay that high rate of interest, and one term of the debenture was that if they chose to go out of business they should be entitled to repay. If they borrowed on those terms what possible right had the House without any public need to come in and say, "Although these were the terms on which you borrowed you shall not have the advantage of them"? It would be monstrous for the House to interfere with fair contracts fully understood by both borrower and lender, just for the purpose of assisting the Stock Exchange in some of its difficulties. He trusted the House would not at the present period of the session attempt legislation on such a point, which, if gone into at all, must be gone into fully.
MR. RITCHIEsaid that, looking at the clause superficially, it had been thought that it afforded an opportunity of remedying what had been represented as a very considerable grievance, which had long been crying out for a remedy, and the clause was thereupon added to the Bill. But after the discussion which had taken place he thought all would recognise that if they began by interfering with this clause they would start on a very thorny and difficult subject, probably involving another evening, or perhaps longer, being devoted to the matter. That, at the period of the session at which they had arrived, would probably have the effect of wrecking the Bill, and throwing away all the labour which had been bestowed on the measure, and such a result would be a very great disaster. He was inclined to think there was a grievance in the existing state of the law which required a remedy, but it would be impossible to deal with it in the

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present Bill, and he would therefore appeal to his hon. friend, the Member for Peckham, to agree to the omission of the clause. The matter could then be proceeded with next session, after farther consideration, in a measure by itself, if the hon. Member thought fit to take that course, and it could then receive the full consideration which the importance of the subject deserved. Speaking for the Government, he was bound to say that, having regard to the difficulties in connection with the clause, they would support the Amendment for its omission.
SIR FRANCIS EVANSsaid the right hon. Gentleman had admitted that the clause did not cover a great deal of what it ought to cover. The mover of the resolution to reject this clause had been opposed by the hon. Member for Peckham, who was a member of the Stock Exchange, and who had an Amendment down which did not cover the most dangerous part of this clause. The most dangerous part of this clause was that, if for any reason a sound and good company wished to amalgamate with another company, it would not be allowed to do so. Neither this clause nor the Amendment of the hon. Member for Peckham covered that point. The clause affected an enormous amount of capital. Companies had amalgamated and they had borrowed money which was not payable at once except at a large premium. Under liquidation they claimed to discharge their indebtedness at par, whereas possibly their obligation was to discharge their indebtedness at 5, 10, or even 15 per cent, premium. Supposing that, having bargained to pay 4 per cent. for ten years, those bonds being at a premium, they amalgamated with a company with large premiums, and they then proceeded to pay off at par. They had no power to give the bondholders the premium at which their bonds stood in the market. This clause ought not to be allowed to pass, and he should oppose it as much as he could, because it was a very bad clause. How was this country to stand against the competition of foreign companies if combinations of this kind were prevented? The bondholders had nothing to do with it, and they ought to have a right to pay them off, and there ought to be some protection for those who did not go to Somerset House to look at the registers, but who,
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upon the strength of the statements in the prospectus and the price quoted on the Stock Exchange, invested their money believing it would be redeemed by a certain date. There was a column which stated when such bonds could be paid off. When a company went into liquidation, the date might be 1920, but the true date of that bond was 1900. He thought this clause would do great injury to the people of this country if adopted.
MR. BANBURYsaid it would be useless to persevere with this clause after what the President of the Board of Trade had said. He understood that the right hon. Gentleman would give what facilities he could for a private Bill being introduced to remedy this state of things.
Remaining words omitted.
Amendment proposed—
"In page 17, line 8, to leave out the word 'passing,' and insert the word 'commencement.'"—(Mr. H. S. Foster.)
Amendment agreed to.
*MR. LAWSON WALTONsaid he proposed to add one more to the category of documents in regard to which there was a penalty for false statements. He proposed to add the word "prospectus." He wished to impress upon the House that the prospectus was of more importance than all the other documents which appeared in this clause. There was no penalty for the insertion of a false statement in a prospectus. He was aware that the answer would be that a wilful misstatement with regard to information contained in a prospectus would be a misdemeanour at common law. It might be said also that if a false statement appeared in a prospectus with intent to defraud, the provisions of the Larceny Act were applicable. He proposed, in the interests of the directors, that this section should be amended, and he thought there was a very strong reason for moving this Amendment.
Amendment proposed—
"In page 17, line 10, after the second word 'any,' to insert the word 'prospectus.'"—(Mr. Lawson Walton.)
Question proposed, "That the word 'prospectus' be there inserted."
SIR ROBERT FINLAY: I must give my hon. and learned friend the same answer in the House as I gave him in Committee. It is not necessary to go back to the common law, because the Larceny Act deals with the ease of any director circulating any statement which is fraudulent. I ask the House not to accept this Amendment which my hon. and learned friend wishes to in graft upon the clause.
Question put, and negatived.
*MR. LAWSON WALTONsaid the second Amendment which he had upon the Paper had nothing to do with fraud, but it had to do with the intentional disregard of the provisions of the statute, and therefore it became important to understand the exact scope of the section. He submitted that if this section was to have any beneficial operation it must deal not only with deliberate false statements but with deliberate suppression of information. If they had an intentional false statement it was a disregard of the provisions of the section, and if they had an intentional suppression of some material information which a person was required to give, that would be an equal disregard of the law. It was obvious that, unless the Amendment he was moving was inserted, a person would wilfully ignore the statutory obligation if he could not with advantage falsely state the particulars required. As the clause stood there was no such remedy in such a case, and he therefore hoped the Amendment would be accepted.
Amendment proposed—
"In page 17, line 13, after the word 'false,' to insert the words 'or wilfully suppresses any material particular therein, or any statement which he is here by required to make.'"—(Mr. Lawson Walton.)
Question proposed, "That those words be there inserted."
SIR EDWARD CARSON, whose remarks were inaudible in the Reporters' Gallery, was understood to oppose the Amendment.
MR. BRYCEwas of opinion that the clause would be ineffective unless it applied also to suppression. Many of the worst deceits were perpetrated by suppression. The Bill ought to be drawn upon the principle of enacting that the fullest and amplest good faith should be required from a promoter or director in stating facts relating to a company; but as that, unfortunately, was not the case here, they had to do the best they could with the criminal law. This was not a case for the application of caveat emptor; it was a case where a person should be made to tell the truth as well as not to tell lies. If the Amendment was pressed to a division he certainly should support it.
Question put.
The House divided:—Ayes, 23; Noes, 65. (Division List No. 251.)

AYES.

Asher, Alexander

Griffith, Ellis J.

Sinclair, Capt John (Forfarshire

Beaumont, Wentworth C. B.

Hayne, Rt. Hon. C. Seale-

Sullivan, Donal (Westmeath)

Bryce, Rt. Hon. James

Hazell, Walter

Tanner, Charles Kearns

Caldwell, James

Healy, Maurice (Cork)

Tully, Jasper

Channing, Francis Allston

Horniman, Frederick John

Ure, Alexander

Dewar, Arthur

Macaleese, Daniel

Doogan, P. C.

Moss, Samuel

TELLERS FOR THE AYES—Mr. Lawson Walton and Mr. Labouchere.

Evans, Sir Francis H (South'ton

O'Brien, Patrick (Kilkenny)

Greene, H. D. (Shrewsbury)

Pease, Herb. Pike (Darlington

NOES.

Allhusen, Augustus Henry E.

Chamberlain, J Austen (Worc'r

Hamilton, Rt Hon Lord George

Ashmead-Bartlett, Sir Ellis

Chaplin, Rt. Hon. Henry

Hanbury, Rt. Hn. Robert Wm.

Atkinson, Rt. Hon. John

Charrington, Spencer

Knowles, Lees

Balfour, Rt. Hn. A. J. (Manch 'r)

Collings, Rt. Hon. Jesse

Lafone, Alfred

Balfour, Rt. Hon. G. W. (Leeds)

Curzon, Viscount

Lawson, John Grant (Yorks)

Beach, Rt. Hn. Sir M. H. (Bristol

Davies, Sir Horatio D (Chatham

Leigh-Bennett, Henry Currie

Blundell, Colonel Henry

Douglas, Rt. Hon. A. Akers-

Lonsdale, John Brownlee

Bond, Edward

Fellowes, Hon. Ailwyn Edward

Lyttelton, Hon. Alfred

Brassey, Albert

Finch, George H.

Macdona, John Cumming

Brodrick, Rt. Hon. St. John

Finlay, Sir Robert Bannatyne

Malcolm, Ian

Bullard, Sir Harry

Fisher, William Hayes

Monckton, Edward Philip

Carson, Rt. Hon. Sir Edw. H.

Foster, Harry S. (Suffolk)

More, Robt. Jasper (Shropshire)

Cavendish, V. C. W. (Derbysh.)

Gedge Sydney

Murray, Rt. Hon. A. G. (Bute)

Cecil, Lord Hugh (Greenwich)

Godson, Sir Augustus Frederick

Murray, Charles J. (Coventry)

Chamberlain, Rt. Hn. J. (Birm.)

Green, Walford D. (Wedn'sb'ry

Nicol, Donald Ninian

Phillpotts, Captain Arthur

Smith, James Parker (Lanarks)

Whiteley, H. (Ashton-under-L

Purvis, Robert

Smith, Hon. W. F. D. (Strand)

Wylie, Alexander

Richardson, Sir T. (Hartlep'l

Stanley, Hon Arthur (Ormskirk

Wyndham, George

Ritchie, Rt. Hn. Chas. Thomson

Sturt, Hon. Humphry Napier

Wyvill, Marmaduke D'Arcy

Royds, Clement Molyneux

Talbot, Rt. Hon. J G (Oxf'd Univ.

Russell, T. W. (Tyrone)

Thornton, Percy M.

TELLERS FOR THE NOES—Sir William Walrond and Mr. Anstruther.

Seely, Charles Hilton

Tomlinson, W. E Murray

Sidebotham, J. W. (Cheshire)

Welby, Lt.-Col. A C E (Taunt'n)

Motion made, and Question, "That this House do now adjourn"—(Mr. Ritchie)—put, and agreed to.

Other Amendments made.
MR. H. S. FOSTERsaid a definition of a prospectus became the more necessary after the Amendments introduced by the President of the Board of Trade that evening. The prospectus contemplated by the Bill was evidently the document to be filed with the Registrar containing the statutory particulars enumerated in Clause 11. It was, however, very necessary to identify the document called the prospectus which was to contain all these various provisions. The Amendment introduced by the President of the Board of Trade clearly provided that an advertisement might appear which would not be the prospectus but an abridged prospectus. The abridged prospectus need not contain all the documents, and yet it would be an advertisement within the meaning of the definition clause. He did not know whether the Attorney General was pro-pared to accept the Amendment or any extension of it. He did not want to take up the time of the House in labouring the point, but he could take up a good deal of time in pointing out the difficulties which would arise if this definition of "prospectus" were to be applied to the word wherever it occurred in the Bill.
Amendment proposed—
"In page 17, line 38, to leave out from the word 'means' to the word 'company,' inclusive, in page 18, line 2, and insert the words 'a copy of the document tiled or to be filed with the registrar in pursuance of Section 11,' instead thereof."—(Mr. H. S. Foster.)
Question proposed, "That the words 'any prospectus, notice, circular' stand part of the Bill."
SIR ROBERT FINLAYsaid he hoped the House would not accept this Amendment, for his hon. friend had done scant justice to the definition of the word given in the clause. The Amendment was totally inadmissible, and he thought his hon. friend must be under some misconception.
MR. SYDNEY GEDGEthought it would be better if this definition of prospectus could be left out altogether. In
140
Section 11 they had a full account of what was to be done with the papers, and if they read in such a definition it would be very misleading. He did not think he was wrong in saying that the terms of Section 11 would apply to every thing. Would it not be possible to omit the word altogether, for it was very confusing, and the word "prospectus" did not require any special definition any more than the word "company."
MR. TOMLINSONsaid it was quite possible that a company might desire to put in a short advertisement, and why should they not be allowed to issue such an advertisement? A company might wish to issue an advertisement stating that they were prepared to issue so many shares, and saying that prospectuses could be had on application. He begged to move.
Amendment proposed—
"In page 17, line 39, after the word 'circular,' to insert the words 'or any.'"—(Mr. Tomlinson.)
SIR ROBERT FINLAY: I hope my hon. friend will not press this Amendment, for if it is accepted any one could get out of the whole provisions of the Act by the simple device of sending a mere form of application in another enclosure.
Amendment, by leave, withdrawn.
Other Amendments made.
MR. RITCHIE: I do not know whether, considering the late period of the session, the House will consent to read the Bill a third time now. Under the circumstances perhaps the House will be willing to accept the motion for the Third Reading. I therefore move "That the Bill be now read a third time."
This proposition was opposed from both sides of the House, and was not pressed.
Bill to be read the third time Tomorrow.

ADJOURNMENT.
Adjourned at Two of the clock.
ROYAL ASSENT.

  COMMISSION.
  The following Bills received the Assent:—

  1. Mines (Prohibition of Child Labour Underground).

  2. Land Registry (New Buildings).

  3. Ecclesiastical Assessments (Scotland).

  4. Workmen's Compensation Act (1897) Extension.

  5. Poor Removal.

  6. Charitable Loans (Ireland).

  7. Veterinary Surgeons (Amendment).

  8. Land Charges.

  9. Railways (Prevention of Accidents).

  10. Inebriates Amendment (Scotland).

  11. County and Borough Franchise Assimilation (London).

  12. Beer Retailers' and Spirit Grocers' Licences (Ireland) (No. 2).

  13. Electric Lighting Provisional Orders (No. 6).

  14. Electric Lighting Provisional Orders (No. 7).

  15. Electric Lighting Provisional Orders (No. 8).

  2

  16. Electric Lighting Provisional Orders (No. 9).

  17. Electric Lighting Provisional Orders (No. 12).

  18. Gas Orders Confirmation (No. 1).

  19. Gas Provisional Order (No. 3).

  20. Water Orders Confirmation.

  21. Local Government Provisional Orders (No. 1).

  22. Local Government Provisional Orders (No. 5).

  23. Local Government Provisional Orders (No. 6).

  24. Local Government Provisional Orders (No. 8).

  25. Local Government Provisional Orders (No. 9).

  26. Local Government Provisional Orders (No. 10).

  27. Local Government Provisional Orders (No. 11).

  28. Local Government Provisional Orders (No. 12).

  29. Local Government Provisional Orders (No. 13).

  30. Local Government Provisional Orders (No. 14).

  31. Local Government Provisional Orders (Poor Law).

  32. Local Government Provisional Order (Housing of Working Classes).

  33. London(Clerkenwell and Holborn) Provisional Order.

  3

  34. London (Poplar) Provisional Order.

  35. London (St. Luke) Provisional Order.

  36. London(Southwark)Provisional Order.

  37.Local Government(Ireland)Provisional Orders (No. 3).

  38. Local Government (Ireland)Provisional Orders (Housing of Working Classes).

  39. LocalGovernment (Ireland)Provisional Orders (Housing of Working Classes) (No. 2).

  40. Pier and Harbour Provisional Orders (No. 2).

  41. Perth and Paisley Gas Provisional Orders.

  42. Hartlepool Gas and Water.

  43. Latimer Road and Acton Railway.

  44. Mountain Ash Water.

  45. Airdrie and Coatbridge Tramways.

  46. Airdrie, Coatbridge, and District Water Trust.

  47. Brighton Corporation.

  48. Reading Corporation (Tramways).

  49. Wolverhampton Gas.

  50. Vale of Rheidol Light Railway.

  51. Great Yarmouth Port and Haven.

  52. Edinburgh District Lunacy Board.

  53. Cork Electric Tramways.

  54. Fishguard and Rosslare Railways and Harbours.

  55. Spalding Urban District Council (Water).

  56. Falkirk Corporation.

  57. Rhymney Railway.

  58. Great Eastern Railway.

  59. London and Saint Katherine Docks and East and West India Dock Companies.

  60. St. Albans Water.

  61. Donegal Railway.

  62. Great Southern and Western Railway.

  63. Bray Urban District Council.

  64. Westgate and Birchington Water.

  65. Lee Conservancy.

  66. North Metropolitan Railway and Canal.

  67. South Staffordshire Tramways.

  68. Falkirk and District Water.

  69. Hamilton,Motherwell, and Wishaw Tramways.

  70. Wellingborough and District Tramroads.

  71. Aston Manor Tramways.

  72. Exmouth Urban District Water.

  73. Gwyrfai Rural District Council Water.

  74. Dearne Valley Railway.

  75. Whitechapel and Bow Railway.

  76. Hammond (G. H.) Company.

  4

  77. London and San Francisco Bank.

  78. Belfast and County Down Railway.

  79. Jarrow and Hebburn Electricity Supply.

  80. Nottingham Corporation.

  81. Edinburgh Corporation.

  82. Mersey Railway.

  83. Rawmarsh Urban Discrict Council (Tramways).

  84. Great Grimsby Street Tramways.

  85. Margate Pier and Harbour.

  86. Great Indian Peninsula Railway Company.

  87. Great Northern Railway.

  88. Hastings Tramways.

  89. Lambeth Water.

  90. Lancashire, Derbyshire, and East Coast Railway.

  91. Midland Railway.

  92. Bury and District Water (Transfer).

  93. Preston Corporation.

  94. London Sea Water Supply.

  95. SouthEasternMetropolitanTramways.

  96. Portland Urban District Gas.

  97. Burnley Corporation.

  98. Glasgow Building Regulations.

  99. Motherwell and Bellshill Railway.

  100. North Eastern Railway (Steam Vessels).

  101. Rotherham Corporation.

  102. Glyncorrwg Urban District Council Gas.

  103. Barnsley Corporation.

  104. Dublin,Wicklow, and Wexford Railway.

  105. RamsgateCorporationImprovements.

  106. South Shields Corporation.

  107. Aberdeen Corporation Tramways.

  108. Great Western Railway.

  109. London and South Western Railway.

  110. South Metropolitan Gas.

  111. North Eastern Railway.

  112. Crystal Palace Company.

  113. Roe's Patent.

PRIVATE BILL BUSINESS.
The LORD CHANCELLORacquainted the House that the Clerk of the Parliaments had laid upon the Table the Certificates from the Examiners that the further Standing Orders applicable to the following Bills have been complied with:—

Dublin Corporation.

Clontarf Urban District Council.

The same were ordered to lie on the Table.

HUDDERSFIELD CORPORATION TRAMWAYS BILL.
Reported with Amendments.
LONDON COUNTY TRAMWAYS (No. 1) BILL.
The consent of His Royal Highness the Prince of Wales, in right of his Duchy of Cornwall, signified; and Bill reported from the Select Committee, with Amendments.
LONDON COUNTY COUNCIL (IMPROVEMENTS) BILL.
Reported from, the Select Committee with Amendments.
SOUTHPORT AND LYTHAM TRAM-ROADSBILL.
The Queen's consent signified; and Bill reported with Amendments.
GREAT NORTHERN RAILWAY (IRELAND.) BILL.
  ALEXANDRA PARK BILL.
  Reported with Amendments.
LONDON WALTHAMSTOW, AND EPPING FOREST RAILWAY (ABANDONMENT) BILL.
Committed. The Committee to be proposed by the Committee of Selection.
NORTH BRITISH RAILWAY BILL [H.L.]
  WALSALL CORPORATION BILL [H.L.]
    LIVERPOOL OVERHEAD RAILWAY BILL [H.L.]
    Commons Amendments considered, and agreed to.
SHANNON WATER AND ELECTRIC POWER BILL.
Report from the Select Committee, That it is not expedient to proceed further with the Bill; read, and ordered to lie on the Table.
NORTH METROPOLITAN ELECTRIC POWER SUPPLY BILL.
Reported from the Select Committee, with Amendments.
SOUTH LANCASHIRE TRAMWAYS BILL.
Read 3a, with the Amendments; further Amendments made; Bill passed, and returned to the Commons.
LANCASTER CORPORATION BILL.
  FARNWORTH URBAN DISTRICT COUNCIL BILL.
  Read 3a, with the Amendments, and passed, and returned to the Commons.

LONDON COUNTY TRAMWAYS (No. 2) BILL.
The consent of His Royal Highness the Prince of Wales, in right of his Duchy of Cornwall, signified.
The CHAIRMAN of COMMITTEES (The Earl of MORLEY): I should like to call your Lordships' attention to the fact that a clause has been introduced into this Bill protecting the G-as and Water Companies' pipes against injury by the tramways' electric current, and providing compensation for any damage done. The decision of the Select Committee to whom this Bill was referred, in introducing this clause, rather goes against certain portions of the Joint Committee's clause of 1893. It is a point of very considerable importance. I am bound to say, however, that the condition of London itself and the very large interests that are involved do not render it necessary for me to take any action on the clause, but I thought it was one which ought to be mentioned to the House, because it undoubtedly does affect to some extent some of the provisions of the Joint Committee's clause of 1893.
Moved, "That the Bill be read a third time."—(The Earl of Morley)
On Question, agreed to.
Bill road 3a, with the Amendments; a further Amendment made; Bill passed, and returned to the Commons.

NEWCASTLE-ON-TYNE ELECTRIC SUPPLY BILL.
Read 3a, with the Amendments; a further Amendment made; Bill passed, and returned to the Commons.
DURHAM (COUNTY OF) ELECTRIC POWER SUPPLY BILL.
  LANCASHIRE ELECTRIC POWER BILL.
  Read 3a, with the Amendments, and passed, and returned to the Commons.
WEST BROMWICH CORPORATION BILL
Read 3a, with the Amendments; further Amendments made; Bill passed, and returned to the Commons.
LOCAL GOVERNMENT PROVISIONAL ORDERS (No. 7) BILL.
Read 3a (according to Order), and passed.
LOCAL GOVERNMENT PROVISIONAL ORDERS (No. 15) BILL
Amendments reported (according to Order), and Bill to be read 3a Tomorrow.
EDUCATION BOARD PROVISIONAL ORDER CONFIRMATION (LONDON) BILL [H.L.]
Commons Amendments considered (according to Order), and agreed to.
LONDON (ST. MARYLEBONE) PROVISIONAL ORDER BILL.
House in Committee (according to Order). Bill reported without amendment. Standing Committee negatived; and Bill to be read 3a To-morrow.
RETURNS, REPORTS, ETC.

  TRADE REPORTS (ANNUAL SERIES).
  No. 2491. Borneo (Brunei and Sarawak);
  No. 2492. United States (Hawaiian Islands).

LOCAL TAXATION ACCOUNT (SCOTLAND) ACT, 1898.
Return showing the total payments into and out of the Local Taxation (Scotland) Account for the financial year 1899–1900.

CHARITABLE DONATIONS AND BEQUESTS (IRELAND).
Fifty-fifth Annual Report of the Commissioners.
Presented (by Command), and ordered to lie on the Table.

LUNACY.
Return to the Lord Chancellor of the number of visits made and the number of patients seen by the several Commissioners in Lunacy during the six months ending on the 30th June, 1900. Laid before the House (pursuant to Act), and ordered to lie on the Table.
APPEAL COMMITTEE.
Third Report from; read, and Agreed to.
POST OFFICE SITES BILL.
Reported with Amendments, and committed to a Committee of the whole House Tomorrow.
OIL IN TOBACCO BILL.
Amendment reported (according to Order), and Bill to be read 3a Tomorrow.

CUSTOMS DUTIES (ISLE OF MAN) BILL.
Road 2a (according to Order).Committee negatived; and Bill to be read 3a To-morrow.
House adjourned at twenty-five minutes before Five of the clock, till To-morrow, half-past Ten of the clock.