Sitting of 1 August 1928

Preamble
The House met at a quarter before four of the clock, The LORD CHANCELLOR on the Woolsack.
AGRICULTURAL CREDITS BILL.
Returned from the Commons, with the Amendments, agreed to.

WILLS AND INTESTACIES (FAMILY MAINTENANCE) BILL. [H.L.]
LORD ASKWITH: My Lords, on behalf of my noble friend Viscount Astor, who is unable to be present, I beg leave to introduce a Bill entitled Wills and Intestacies (Family Maintenance) Bill, and to move that it be read a first time.
Moved, That the Bill be now read 1a.—(Lord Askwith.)
On Question, Bill read 1a, and to be printed.

THE CARRYING OVER OF BILLS.
LORD HUNSDON OF HUNSDON: My Lords, I wish to ask my noble friend the Leader of the House, a Question of which I have given him private notice. On March 1 last I ventured to propose that Bills which your Lordships were unable to revise properly at the end of the Session might be carried over to the next Session of the same Parliament. My noble friend the Leader of the House answered that the question ought to be carefully considered. May I ask my noble friend whether the Government have seen their way to propose any action in that sense?
THE LORD PRIVY SEAL (THE MARQUESS OF SALISBURY): My Lords, it is perfectly true that my noble friend approached me on this subject some time ago, and also that my noble friend the Duke of Northumberland, speaking in the name of a good many noble Lords sitting on this side of the House, pressed me upon the point. Without tying myself to any absolute form of reference, if next Session my noble friend should think fit to move for a Select Committee of both Houses of

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Parliament to consider how far it would be desirable in the case where a Bill has passed through the Commons but there is not sufficient time properly to consider it in the Lords, to carry the Bill over so that in the next Session notwithstanding the Prorogation the consent of the Commons at the point where it has been already given may be presumed, and the proceedings recommenced only in the Lords, His Majesty's Government would accept the motion.
LORD HUNSDON OF HUNSDON: May I say I am very much gratified with the answer of my noble friend and I shall certainly adopt his suggestion next Session. Probably my noble friend is equally gratified at being able to give that answer.

BRIGHTLINGSEA ELECTRICITY ORDER, 1928.

  NEW MILLS ELECTRICITY ORDER, 1928.
  THE FIRST COMMISSIONER OF WORKS (VISCOUNT PEEL): My Lords, I beg to move that these Special Orders, which were presented on the 11th July last, be approved.
  Moved, That the Special Orders which were presented on the 11th of July last be approved.—(Viscount Peel.)
  On Question, Motion agreed to.

BEDFORDSHIRE, ETC. ELEC TRICITY (LITTLE BARFORD GENERATING STATION) ORDER, 1928.
VISCOUNT PEEL: My Lords, I beg to move that this Special Order which was presented on the 11th July last be approved, with modifications.
Moved, That the Special Order which was presented on the 11th of July last be approved with modifications.—(Viscount Peel.)
On Question, Motion agreed to.

LINCOLNSHIRE RIVER FISHERIES PROVISIONAL ORDER BILL.
House in Committee (according to Order) on re-commitment of the Bill: Bill reported without amendment.

MINISTRY OF HEALTH PRO VISIONAL ORDERS CONFIRMA TION (No. 9) BILL. [H.L.]
Order of the Day read for the consideration of Commons Amendments.
Moved, That the Commons Amendments be now considered.—(Viscount Gage.)
On Question, Motion agreed to.

COMMONS AMENDMENTS.
Schedule, page 8, line 7, at end insert:
("5. Nothing in this Order affects prejudicially any estate right power privilege or exemption or the Crown.")
Schedule, page 24, line 18, at end insert:
("Provided further that the Corporation shall not exercise such powers in respect of any streets roads land or other property of a railway company without the previous consent of such railway company but such consent shall not be unreasonably withheld. Any question whether or not such consent has been unreasonably withheld shall be determined by the Minister of Health.")
VISCOUNT GAGE: My Lords, the first of these two Amendments affecting Bradford was put in at the request of the Treasury for the purpose of ensuring than the provisions of the Order should not affect the Crown's rights in respect of Entertainment Tax. The second Amendment was introduced into the Darlington Order and enables railway companies to object to the Corporation exercising in respect of railway property the power given to the Corporation by Article 14 of the Order to carry water mains through private streets and private property generally. I beg to move that this House doth agree with the Commons in the said Amendments.
Moved, That this House doth agree with the Commons in the said Amendments.—(Viscount Gage.)
On Question, Motion agreed to.

RACECOURSE BETTING BILL.
Amendments reported (according to Order). Then, Standing Order No. XXXIX having been suspended:
LORD HAMILTON OF DALZELL: My Lords, I beg to move that the Bill be now read a third time.
Moved, That the Bill be now read 3a.—(Lord Hamilton of Dalzell.)
THE MARQUESS OF SALISBURY: My Lords, my noble friend is quite within his rights to move the Third Reading because Standing Order No. XXXIX has been suspended. I see no real objection to his doing so. I do not think it is necessary, but if he wishes to do so we will not oppose him.
LORD HAMILTON OF DALZELL: In view of the noble Marquess's permission I will ask the House to read the Bill a third time.
On Question, Bill read 3a, with the Amendments, and passed, and returned to the Commons.

RATING AND VALUATION (APPOR TIONMENT) BILL.
Amendments reported (according to Order).
Clause 3:
Definition of industrial hereditaments.
3.—(1) In this Act the expression "industrial hereditament" means a hereditament (not being a freight-transport hereditament) occupied and used as a mine or mineral railway or, subject as hereinafter provided, as a factory or workshop:
Provided that the expression industrial hereditament does not include a hereditament occupied and used as a factory or workshop if it is primarily occupied and used for the following purposes or for any combination of such purposes, that is to say—

(a) the purposes of a dwelling-house;

(b) the purposes of a retail shop;

(c) the purposes of distributive wholesale business;

(d) purposes of storage;

(e) the purposes of a public supply undertaking;

(f) any other purposes, whether or not similar to any of the foregoing, which are not those of a factory or workship.

LORD ASKWITH LORD ASKWITH, on behalf of Lord Gainford, moved to leave out paragraph (e) and to insert at the end of subsection (1):—
"Provided also that a hereditament forming part of a public supply undertaking shall not be deemed to be an industrial hereditament to the extent to which it is occupied and used for supply to a hereditament primarily occupied and used for the following purposes or for any combination of such purposes, that is to say:—

(a) the purposes of a dwelling-house;

(b) the purposes of a retail shop;

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(c) the purposes of distributive wholesale business;

(d) purposes of storage;

(e) any other purposes, whether or not similar to any of the foregoing, which are not those of a factory or workshop;

or, if the hereditament is primarily occupied and used as offices for, or for purposes ancillary to the general direction and management of the public supply undertaking:
Provided also that no such hereditament shall be deemed to be an industrial hereditament unless the undertakers in the charges from time to time made by them to occupiers of industrial hereditaments transfer to such occupiers the benefit of any relief from rates."
The noble Lord said: My Lords, I have been asked to move these Amendments which stand in the name of Lord Gainford. The second Amendment does not entirely exclude the purposes of a public supply undertaking, which the pure deletion of paragraph (e) would do, but brings it in again with alterations. This question arose upon an Amendment moved at a previous stage by Lord Thomson, and Lord Gainford called attention to the question of electricity, and said he would put down an Amendment for this stage. This has now been done. It does not go as far as Lord Thomson's original Amendment, but it deals with electrical undertakings. It is supported by companies which represent a capital expenditure of over £217,000,000, and which have an output of electricity exceeding seven billion units per annum. It appears to me to be a reasonable Amendment. It is in accordance with the whole principle of the Electricity Acts, which were passed a year or two ago—the principle of the electric supply of the country being carried on by big undertakings, and of enabling those big undertakings to supply electricity everywhere by big power stations and a system of "grids." This Bill as it stands, instead of encouraging the big public undertakings, would encourage private undertakings, and I suggest that it would be more expensive both for them and for the public undertakings. The more electricity those public undertakings can sell the less price will they be able to charge. They would further be enabled to extend their business so that they could reach the rural districts in a manner that would not otherwise be possible.
According to this Bill 75 per cent. of the rates would be taken off private under-

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takings, but the public undertakings would have nothing taken off. Under this Amendment the public undertakings would have rates taken off them in proportion to the amount of electricity supplied to private works, which could easily be arrived at by a simple arithmetical sum, in the course of the year; and the final proviso in the Amendment dots the i's and crosses the t's in order to show that they do not propose to get anything out of it, except what would put them on a fair basis as compared with the other undertakings. Many instances might be cited of how this would work, particularly in the North of England. You might have two collieries, for instance, one taking electricity from a public company, the other making it themselves. The latter will have a heavy percentage taken off their rates; the other colliery would have nothing taken off, and would have to take the electricity from the public company with a hampering charge upon it, or else go to the great expense of putting up a private electrical plant of their own, which would be contrary to the principles of the Electricty Act. I need only repeat that the calculations could be done quite easily. They involve an arithmetical sum which could be done by a child of twelve. I did one this morning, and worked it out with such simplicity that I was rather amazed at my power of doing it. So it is that, on behalf of the noble Lord, Lord Gainford, I desire to move these Amendments. The noble Viscount who is in charge of this Bill stated in his speech on the previous stage that the whole object of the Bill was, as far as possible, that the benefit should be passed on to these productive industries, and these Amendments will, I think, achieve that result. This will be fair to the big production companies, and in proper relation to the principle of the Electricity Supply Acts which are already the law of the land. I beg to move.
Amendments moved—
Page 3, line 23, leave out paragraph (e)
Page 3, line 26, at end insert the said new proviso.—(Lord Askwith.)
VISCOUNT ELIBANK: My Lords, I support the Amendment which has been moved by my noble friend Lord Askwith because, if the Bill were to pass in its present form, I think it would do a great
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deal of damage to industrial undertakings which are already linked up to a supply from public sources. The noble Lord has stated the case very clearly, but I think I might elaborate the point he made in comparing the position of two collieries. I might go further and bring it down to figures. Supposing there were two factories, one of which obtained its supply from private sources at an all-in cost of a halfpenny per unit and the other, turning out the same class of goods, obtained its supply from the public source at the same cost of a halfpenny per unit. As the Bill stands to-day, the factory obtaining its supply from the private source would get a reduction of 75 per cent. upon the rates. What would that actually mean? That one of two factories turning out exactly the same class of goods in competition with each other, would suddenly find itself with a considerable advantage over the other. It might be only a few hundred pounds, but your Lordships know how very close cut these businesses are to-day. The factory receiving its supply from the private source would find itself with that advantage over the factory receiving its supply from the public source. That alone, I think, makes a very strong case for this Amendment. But I venture to go further and to say that the Bill as it stands cuts into the success of the original Electricity (Supply) Act which was passed by the present Government last year. I hope that His Majesty's Government may see their way to accept this Amendment especially in view of the fact that at the end of the Amendment it is provided that any reduction which might be given by way of reduction of rates to the public supplies shall be passed on to the consumers.
VISCOUNT PEEL: My Lords, Notice of this Amendment, I understand, was given by Lord Gainford, but the Amendment has now passed into the very skilful hands of my noble friend Lord Askwith. He stated the case, as he always does, very clearly and I rather regret that I find it very difficult to accept the Amendment. In fact I have several objections to it; first of all, on financial grounds; secondly, on technical grounds; thirdly, on practical grounds; and, fourthly, on the merits. I will say a word on each of those heads of criticism. First of all,

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my noble friend has treated the subject as if this applied purely to electricity undertakings. I think my noble friend Lord Elibank was led into that path by my noble friend Lord Askwith who started upon it. Of course, it is far away from electricity undertakings.
VISCOUNT ELIBANK: If my noble friend will forgive me, I realise that it applies not only to electricity but to gas, water, and hydraulic undertakings.
VISCOUNT PEEL: I am very glad my noble friend realises that, because I only gathered from his speech what he happened to deal with. That enlarges the scope of the Amendment immensely, because it is really a proposition for the substantial derating of all these different subjects as public supply undertakings—electricity, hydraulic, water, and so on. The first point I want to make is that it is a far wider measure of derating than was suggested by my noble friend Lord Askwith, because it embraces all these different undertakings. I stated in reply to the noble Lord, Lord Thomson, a day or two ago, that the derating of gas and electricity undertakings alone would amount to about £3,000,000. Obviously, I cannot give exact figures in this case because it is a partial derating of all these different undertakings. But it is obvious that if you were to derate, or could derate, all these undertakings, as to three-quarters, so far as they supplied industrial or productive enterprise, it would need a very considerable sum, and would mean a very considerable additional charge upon the taxpayers. Neither of my noble friends has explained how he proposes to pass on the benefit of this derating to the industries concerned.
On the technical side, first of all, I never wish to make too much of technical points, but of course this Amendment comes in the wrong place, because Clause 3 deals with definitions and not with apportionment. And the last portion of the Amendment deals with relief and the allocation of relief, which, of course, is alien altogether to this Bill and will be dealt with in the Bill which will be introduced later in the year. Therefore on technical grounds it will not be possible to accept an Amendment of this kind in this Bill.
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Then on the practical ground, there is the question of the difficulty which would arise as to the calculation of the derating of these particular undertakings in proportion to the amount which they supplied to industrial undertakings. My noble friend said he was struck by the ease with which he made this calculation. He is a mathematician of considerable standing, and what may be easy to him certainly would not be easy to a large number of valuers and others. Theoretically, I suppose, it is possible to make some distinction. You could ascertain the amount, the number of units or the cubic feet of gas supplied to these different industries, and add them together and make some comparison with the number of cubic feet and the number of units supplied to other industrial undertakings. You could take the receipts from the industrial undertaking and compare them with all the other receipts, but these figures are constantly shifting and I am advised by those who have gone into the subject that it Would be a very difficult matter indeed definitely to make all these ascertainments, that it would require a great deal of accounting, and that it would add very substantially to the charge in administering the measure.
As regards the question of merits, both my noble friends dwelt on this point and said that the public supply undertakings, especially this great electrical scheme under the Act of 1926, would be to some extent handicapped, because they would not be derated, whereas if an industrial undertaking supplied itself with its own electricity it would be derated to the extent of three-quarters as regards that undertaking. That, I think, in some cases would be so, but I am advised again, with respect to the incidence of rates, that it would not be very great and that it is extremely unlikely any industry would find it worth while to set up an electrical power producing plant in order to get the advantage of this derating by supplying itself when it could get its electrical supply from public undertakings. I think this point is made far stronger by the electrical development scheme itself. My noble friends will remember what that scheme originally was. It was for concentrating all the production in a few selected power stations, and for distributing the power by means of the "grid" at the smallest

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possible cost all over the country. I have had some experience in this matter and it seems to me extremely unlikely that they would be able to supply themselves at a cost less than the amount per unit of power supplied by this great scheme, assisted as it would be by Government guarantee in certain quarters.
I cannot think of any industry that would deliberately set up an electricity installation of its own in order to take advantage in that way of derating as against the supply it would be able to draw from the public undertakings. But even if some of your Lordships may differ on that point, I would submit that the Amendment is not practicable at this stage, that it would be very hard to work, and, in addition to all the other objections, it would lay a considerable charge on the ratepayer and would increase considerably the cost of the scheme.
LORD THOMSON: My Lords, I rise to support the Amendment on the general principle that half a loaf is better than no bread. In point of fact this Amendment goes a considerable part of the way in the direction which my original Amendment, indicated. I am not prepared to discuss the technical side of the question with the noble Viscount, who is far more versed in these matters than I am. He continually harps on the question of the shortage of money and of there being so little to go round that it should be distributed in the best possible manner. I submit that that consideration has been passing from the minds of the Government when they decided that the relief that is going to be given should be given to such highly prosperous concerns as breweries, manufacturers of perfumery and other flourishing concerns in this country. We have made that point all along. We have stressed that under this Bill wealthy and prosperous concerns get a benefit while the small shopkeeper and householder get nothing. An injustice has been clearly shown by the noble Lord, Lord Askwith, in regard to these public utility concerns, and it seems to me that these injustices are characteristic of the whole measure. For that reason, if the noble Lord goes to a Division, I shall have the greatest pleasure in voting with him.
LORD PARMOOR: My Lords, I should like to say one word in support
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of what my noble friend Lord Thomson has said. It is quite clear that there may be difficulties in the application of the Amendment moved by Lord Askwith (which I entirely support) but that has only been brought about by the absurdity of the original proposal. However, I am not going into that at the present time. When you look at the absurdity of the original proposal you realise that it is almost impossible to begin setting it right, except by some such proposal as is now before the House. It is similar to the sliding scale in operation in the case of gas companies. Its object is to provide a scheme whereby the consumer shall get the benefit of this proposal. That is at the bottom of what Lord Askwith really means, and I sympathise with him and shall support his proposal.
LORD ASKWITH: My Lords, I will say a few words in answer to what the noble Viscount has said. He has grounded his opposition to a certain extent upon the expense. Although it may cost a comparatively small additional sum I would point out that it is carrying out the policy of the Electricity Acts, and is giving justice to one consumer as against another. It would be penny-wise and pound-foolish not to pass an Amendment of this kind, and so put the consumers on an equality in order that they may obtain electricity at equal rates in the same industry. The noble Viscount also laid great stress upon the difficulties. As I have already said in general terms it is the easiest matter of accounting possible. I am informed that it would be done in this way. The revenue received from the supply hereditament will be a known sum, the rates relief to the supply authority will be a known sum, and the percentage of relief to the revenue will be easily ascertained so that the industrial hereditament shall receive its proper abatement. That is as easily done as any ascertainment made upon the returns of companies to the end of the year, and it would give the consumer who takes his supply from the central generating station the same rate as the consumer who generates by a private plant. Otherwise you get inequality and unfairness. I do not think the Government have given sufficient consideration to this Amendment, which Lord Gainford mentioned on the last

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occasion and which the noble Viscount then said he would consider. I propose to stick to the Amendment and to take the opinion of your Lordships' House upon it.
Resolved in the affirmative and Amendment disagreed to accordingly.
Then, Standing Order No. XXXIX having been suspended:
VISCOUNT PEEL: My Lords, I beg to move that this Bill be now read a third time. There is just one observation I want to make, because the noble Lord, Lord Thomson, asked me to look into the question of the meaning of the word "staith" again to see whether or not it was covered by the words in the Bill. It has been looked into very carefully and I am advised that it is covered. If it is not covered by the word "wharf" or "jetty" it certainly is covered by the words "other works in or at which vessels can ship or unship merchandise." The noble Lord may rest assured that in the opinion of high technical authorities the word "staith" is covered.
LORD THOMSON: I thank the noble Viscount.
Moved, That the Bill be now read 3a.—(Viscount Peel.)
On Question, Bill read 3a, with the Amendments, and passed, and returned to the Commons.
On Question, Whether the words proposed to be left out shall stand part of the Bill?
Their Lordships divided:—Contents, 35, Not-Contents, 16.

CONTENTS.

Canterbury, L. Abp.

Iddesleigh, E.

Darling, L.

Lucan, E. [Teller.]

Dawnay, L. (V. Downe.)

Hailsham, L. (L. Chancellor.)

Malmesbury, E.

Fairlie, L. (E. Glasgow.)

Plymouth, E. [Teller.]

Gage, L. (V. Gage.)

Salisbury, M. (L. Privy Seal.)

Sondes, E.

Greenway, L.

Stanhope, E.

Hamilton of Dalzell, L.

Argyll, D.

Stradbroke, E.

Hayter, L.

Howard of Glossop, L.

Bath, M.

Hutchinson, V. (E. Donoughmore.)

Hunsdon of Hunsdon, L.

Merrivale, L.

Airlie, E.

Peel, V.

Merthyr, L.

Bradford, E.

Younger of Leckie, V.

Mildmay of Flete, L.

Cranbrook, E.

O'Hagan, L.

Grey, E.

Cushendun, L.

Wraxall, L.

Howe, E.

NOT-CONTENTS.

Reading, M.

Bertie of Thame, V.

Illingworth, L.

Elibank, V.

Olivier, L.

Beauchamp, E.

Arnold, L.

Parmoor, L.

De La Warr, E.

Askwith, L. [Teller.]

Stanmore, L.

Drogheda, E.

Clwyd, L.

Thomson, L. [Teller.]

Russell, E.

Forester, L.

COMPANIES BILL.
Order of the Day for the House to be put into Committee read.
Moved, That the House do resolve itself into Committee.—(The Lord Chancellor.)
On Question, Motion agreed to.
House in Committee accordingly:
[The EARL OF DONOUGHMORE in the Chair.]
THE LORD CHAIRMAN: This is a very long Bill, and if your Lordships approve I will take the unopposed clauses by groups. I think it will save time.
Clauses 1 to 7 agreed to.
Clause 8 [Transfer of shares or debentures not to be registered except on production of instrument of transfer]:
THE LORD CHANCELLOR (LORD HAILSHAM)THE LORD CHANCELLOR (LORD HAILSHAM) moved, at the end of the clause, to insert as a new subsection:—
"(2) The production to a company of any document which is by law sufficient evidence of probate of the will, or letters of administration of the estate, of a deceased person having been granted to some person shall be accepted by the company, notwithstanding anything in its articles, as sufficient evidence of the grant."
The noble and learned Lord said: I beg to move the Amendment standing in my name to meet a point which has been raised by the Law Society and with which they think this Bill offers a favourable opportunity of dealing. Your Lordships are aware that when a shareholder dies the personal representative has, as a rule, the right either to transfer the shares of the deceased or to be registered as a member. There are certain companies which insist on the production of the actual probate before they will register the legal personal representative or recognise his title and refuse to be satisfied with an office copy, which is, of course, equally something which comes from official sources. The result of that is that where an estate consists of investments in a number of companies there is often very great delay, running into months before the personal representative can deal with the shares. The Amendment which we propose is that whatever is legal evidence of the grant of the probate shall be accepted as evidence by the company whose shares were owned by the deceased. I beg to move.
Amendment moved—
Page 6, line 33, at end insert the said new subsection.—(The Lord Chancellor.)
On Question, Amendment agreed to.
Clause 8, as amended, agreed to.
Clauses 9 to 15 agreed to.
Clause 16 [Prohibition of provision of financial assistance by company for purchase of its own shares]:
The LORD CHANCELLOR The LORD CHANCELLOR moved, at the end of the clause, to insert as a new subsection:—
"(4) If a company acts in contravention of the provisions of this section it shall be liable to a fine not exceeding one hundred pounds, and every director, manager, secretary or other officer of the company who knowingly and wilfully authorises or permits the contravention shall be liable to the like penalty."
The noble and learned Lord said: I am moving to restore a subsection which was originally inserted in the Bill in your Lordships' House last year and was left out in another place. Clause 16 prohibits the provision of financial assistance by a company for the purchase of its own shares subject to certain provisos. In the Bill as it stands there is no penalty clause and the only sanction lies in the fact that a payment
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in contravention of the clause will be ultra vires and illegal. Representations have been made by some of your Lordships who were instrumental in moving the penalty clause on the last occasion and in response to their representations I have put down this Amendment.
Amendment moved—
Page 11, line 18, at end insert the said new subsection.—(The Lord Chancellor.)
VISCOUNT BERTIE OF THAME: I am very grateful to the noble and learned Lord for re-inserting this provision which your Lordships were good enough to accept at my instance on the Committee stage last year. The noble and learned Lord is mistaken when he says that this clause was dropped in another place. In the Bill as it was introduced into the House of Commons, for some reason or for no reason, it was not included, but I am very glad that it is to be included now.
On Question, Amendment agreed to.
Clause 16, as amended, agreed to.
Clauses 17 to 21 agreed to.
Clause 22 [Amendment of s. 66 of Principal Act]:
THE LORD CHANCELLOR: My Amendment to this clause is purely drafting.
Amendment moved—
Page 16, line 18, leave out ("right") and insert ("rights").—(The Lord Chancellor.)
On Question, Amendment agreed to.
Clause 22, as amended, agreed to.
Clauses 23 to 36 agreed to.
Clause 37:
Power to issue shares at a discount.
37.—(1) Subject as hereinafter provided, it shall be lawful for a company to issue shares in the company of a class already issued at a discount:
Provided that—
(a) the issue of the shares at a discount must be authorised by resolution passed in general meeting of the company, and must be sanctioned by the Court;
LORD GREENWAY LORD GREENWAY moved, in proviso (a) in subsection (1), to leave out "and must be sanctioned by the Court." The noble Lord said: I suggest, in reference to the Amendments standing in my

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name to this clause, that, if it would be in order, it would be convenient if they could be incorporated in one Motion, because they all deal with the new principle that has been introduced into the Bill since it left this House of requiring a company to obtain the sanction of the Court before making an issue of shares at a discount. The noble and learned Lord, the Lord Chancellor, in his speech on Monday, laid great stress on the strength and representative character of the Departmental Committee which sat in 1925 to consider and report what amendments were desirable to the Companies Acts, 1908–1917. I should like to ask him whether the new principle to which I have referred and which he says satisfied both points of view—that of those who desire an entire prohibition of the issue of shares at a discount and that of those who favour companies being given a free hand—was recommended by or has been referred to the members of that Committee.
In the very limited time that we have had in which to examine this Bill I have not been able to look up all the references, but it appears to me that this new and dangerous principle was given birth to hurriedly and with very little consideration at the eleventh day's sitting of the Committee in order to bring to an end a tedious and largely irrelevant discussion. Perhaps the noble and learned Lord who is responsible for the Bill in this House will be good enough to say whether I am right or wrong in my statement of how this new principle came into the Bill, because if I am wrong, and if it is clear that it was a recommendation of the Departmental Committee, I propose to withdraw my Amendments in order not to occupy your Lordships' time further, although it would be amazing to me to learn that any responsible body of lawyers, chartered accountants and business men can have evolved a provision so restrictive and dangerous in its application to honest business concerns, which, after all, constitute probably 99 per cent., or even more, of the companies that will be affected by this Bill. Perhaps I might ask for an answer to that question before I proceed with my Amendment.
THE LORD CHANCELLOR: I think probably it will be convenient if an
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Amendment is put before the House before I deal with it.
LORD GREENWAY: I quite agree. I will now proceed with my remarks in support of the Amendment. I should like to say in passing, however, that I am in the fullest possible sympathy with the desire to improve our company law in order to prevent as far as possible the gross swindles that are constantly being perpetrated on the innocent and unwary public by company promoters of a shady class and by what are known as share-pushers. But in our anxiety to push this Bill through, let us not accept too hastily measures such as this, which are likely to create even more serious evils in connection with perfectly legitimate and desirable operations. Clause 37, as it stands in the Bill now before us, would, in my opinion, be dangerous in the extreme, far more dangerous than the evils that we are seeking to cure, because it would probably mean the wrecking of many sound and promising undertakings, which in their early days may be short of capital, and because the object which the framers of the Bill presumably had in view when introducing the provision of a reference to the Court can, in my opinion, be just as well achieved by the proviso that I have put down on the Paper, as this still gives existing shareholders the first opportunity of acquiring any shares issued at a discount.
The drawbacks to the provision requiring the sanction of the Court are three: (1), expense which companies in their struggling days are ill able to afford; (2), publication to the whole world of their difficulties, which would lead to restricted credit and increased difficulty and cost in obtaining the finance required; and (3), probably the most serious of all, delay, which might mean the missing of favourable opportunities for obtaining the finance required, or possibly the complete closing down of many sound concerns. What is the need for this sanction of the Court? There is no such provision in connection with partnerships in private firms and, after all, shareholding in a public company is only partnership on an extended scale. The main difference, and the one in which shareholders chiefly require protection, is that, whereas when a would-be partner contemplates joining a

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private firm he has the opportunity of discussing and negotiating for himself the partnership terms, a shareholder in a public company has no such opportunity and has to rely on the directors for the performance of this duty.
What is the need for all this anxiety to prohibit the issue of shares at a discount? To judge from what has been said in this House and in another place there would appear to be a pretty prevalent idea that there is something immoral or dishonest in such issues. What is the foundation for this belief? Nothing at all. It is in the nature of all businesses that commercial undertakings have their good times and their bad times and that new undertakings of a perfectly sound character frequently have to be carried on for some years without profit or at a loss before they are firmly established, and that in the meantime no dividends, or small dividends only, are paid and the shares fall to a discount. Yet why should these concerns be restricted from raising fresh capital on more onerous terms than earlier issues if the capital is needed to bring the business to a successful stage, since this is to the interest of all concerned? This is frequently done in private partnerships. Why should it not also be permissible, without the restriction of having to apply to the Court, in the case of public companies?
I have one case in mind of a firm in which I am interested having many years ago needed a comparatively small amount of capital in order to tide over a temporary difficulty. To obtain this they had to admit a new partner on terms much more favourable than those pertaining to the original partners, with the result that the new partner has ever since been drawing an income out of all proportion to the amount of capital he supplied. The original partners have never for a moment begrudged him these disproportionate profits because they recognise that his small contribution saved them at a time of great need. This is an everyday occurrence in connection with private firms, and I merely mention it to illustrate my point. It is precisely the same with companies. When their shares are at a discount the original shareholders must make a sacrifice if further capital is required, unless they are prepared to put up the additional capital themselves, which, under the Amendment that I propose,
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they will have every opportunity of doing.
One other defect of the Bill to which I should like to draw attention is the omission to make any provision against the issue of debentures at an excessive discount, or on terms that are equivalent to an excessive discount. In this direction innocent and unwary shareholders need protection more even than in the issue of shares at a discount, because it is quite a common practice on the part of dishonest or "smart" directors, against whom we desire to legislate, to issue debentures to themselves and friends or to their friends on such onerous terms that the company is quite unable to meet its obligations and the mortgage is thereafter soon foreclosed by the debenture holders, who thus secure the undertaking at far below its intrinsic value, and the shareholders realise nothing. I know of one such case—a company whose undertaking would have been extremely difficult to sell independently—where 25 per cent. per annum was exacted for interest, apart from other considerations, and the debenture holders after a couple of years foreclosed, and eventually realised 100 per cent. more than the capital they provided plus the 25 per cent. per annum for interest whilst the shareholders got nothing. Do not shareholders require protection against this kind of thing as much as against the issue of shares at a discount? I have not put down any Amendment in this connection because the omission is such a palpable one that I feel sure the Government will see their way to rectifying it at the earliest possible moment without any further suggestion from me.
I think I have said enough to justify my Amendment and to show that the Bill in its present form is very incomplete and needs careful revision. I trust that your Lordships on both sides of the House will see your way to adopting my Amendment and to agreeing to the further revision which the Bill undoubtedly calls for regardless of the fact that this may mean its postponement to next Sessions. I may add that I have received this morning from a member of the other House a request to put forward several other Amendments which he had not an opportunity of bringing forward when the Bill was under discussion there. This letter

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arrived too late for me to deal with it to-day, but I mention the matter as it shows that a good deal of dissatisfaction prevails in the other House at the hurried manner in which the Bill was rushed through that Assembly, which is a further reason for not giving it the same treatment in this House. I beg to move.
Amendment moved—
Page 31, lines 22 and 23, leave out ("and must be sanctioned by the Court").—(Lord Greenway.)
EARL RUSSELL: My Lords, companies have got on very well up to now without being able to issue shares at a discount, and it has been very strongly argued that there is no sound and honest reason why they should wish to issue shares at a discount. As the noble and learned Lord in charge of the Bill told you, there was a very big debate in another place on the subject, and ultimately a compromise was arrived at that permission should be given where there was a case which justified it and the Court was satisfied that the case justified it. The noble Lord now seeks to take away this protection, and I trust that your Lordships will not agree to his Amendment.
LORD HUNSDON OF HUNSDON: My noble friend behind me is very brave, because I know, as many of your Lordships know, what great opposition there is to issuing shares at a discount, and your Lordships may have observed that in an Amendment which follows I, in my timorous fashion, have suggested a compromise. There is no compromise about my noble friend, and I should like to support him, for the reason that I believe he is entirely right and also, I think, this question of the sanction of the Court requires a great deal more consideration, and I hope will receive a great deal of consideration after this Bill becomes operative. For that reason I shall discuss it at a little greater length than I otherwise should do. This clause says nothing at all about the discount at which shares should be issued, but throws the responsibility, which I suggest is a responsibility which Parliament ought to take, upon the Court, without giving the Court the slightest guidance or even suggesting any principle upon which the Court should act.
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In the presence of noble and learned Lords it is rather impertinent for me to say so, but I should have thought that that was not a correct procedure. Then also, with regard to the Court, it is not as if these questions were referred to a single body, which always had a continuous policy. The question may be referred to Mr. Justice A. on one occasion, and to Mr. Justice B. on another. There may be two companies in exactly the same position. One goes before Mr. Justice A. and another before Mr. Justice B. Mr. Justice A., like myself, sees no reason why shares should not be issued at a discount, and when asked to sanction a discount of 20 per cent. he says "Certainly." The other company goes before Mr. Justice B., and Mr. Justice B., taking the opposite view, says "Certainly not," and turns the company down. The companies will have no security whatever as to what is going to happen. Then again Mr. Justice A., as I have said, has given permission to issue say at 80 per cent., and the directors, who by this Bill are all supposed to be very shady customers, if not rogues, go to the public and say: "This is a magnificent business, and moreover we have got the approval of Mr. Justice A., who is undoubtedly the first authority on financial and commercial matters in the world." You are making Mr. Justice A., or very nearly, a share-pusher. Is that a position in which you ought to put Judges of the High Court?
Now as to compromise. The noble and learned Lord has told us that this is a compromise. I have read the debates in the House of Commons, and I will tell you what sort of compromise it is. Sir Malcolm Macnaghten stated in the House of Commons, and Mr. Albery also, that they accepted this addition of the sanction of the Court because they knew that nobody would ever go for sanction to the Court, and therefore it was tantamount to saying you shall not issue shares at a discount. Therefore, all those opposed to issuing at a discount accepted the compromise for the same reason. If they are right, and I believe they are, because of the delay, uncertainty and expense of going to the Court, that is certainly a one-sided compromise. For those reasons I think that my noble friend is absolutely right in what he has proposed.
VISCOUNT BERTIE OF THAME: My Lords, in the case of preference shares the discount is limited, and in the case of debentures there is no such limit. They can be issued at one-half per cent. and so be repayable at 99½ per cent. premium, and there is no obligation on the people who issue debentures to go and get the leave of the Court. So I cannot see why you should require to have the leave of the Court in the case of preference shares.
THE LORD CHANCELLOR: The Amendment proposed by Lord Greenway is one which your Lordships will not be surprised to hear the Government cannot ask this House to accept. As your Lordships have been told, the clause, as it stands in the Bill, is the result of a compromise. It is not accurate to say that it is the result of a compromise hurriedly arrived at without due consideration. What happened was that there was a very long and controversial debate in Standing Committee in another place, in which there were two wholly opposing points of view submitted. There was, on the one side, that body of opinion which took the view urged by Lord Greenway and Lord Hunsdon, that it was only the company's affair, that it ought to be allowed to issue shares at whatever discount it chose, and that nobody ought to interfere to protect either the shareholders or the creditors. There was, on the other hand, a body of opinion, which I rather gather the noble Earl, Lord Russell, is inclined to favour, which regarded the issue of shares at a discount, involving as it necessarily does that the capital of the company ceases to be represented by assets, as an undesirable thing in itself, and therefore as one which ought not to be allowed.
Your Lordships appreciate that, except to the extent of paying a commission on issue, it is at present illegal, and always has been illegal, in this country to issue shares at a discount. It is therefore a new privilege for which the companies are asking. Those two views were put forward and debated, the matter was left by the Government to a free discussion, there was no Party influence brought to bear one way or the other; and, as the result of this long discussion, ultimately the Committee agreed that there must be two conditions laid down—
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(1), that the company by resolution should desire the issue of such shares; and (2), that the sanction of the Court must be obtained before the shares were issued. It was then left that a clause should be drafted which embodied those two principles. That clause was drafted, it is now Clause 37, and those two cardinal principles, which the Committee on both sides agreed upon as being reasonable and essential provisions, are now embodied in this clause. It is the second of these two essential safeguards—namely, the sanction of the Court—which your Lordships are now asked to cut out. Quite obviously if it were cut out it would destroy the whole compromise.
It is quite true, I believe, as Lord Hunsdon has told your Lordships, that some of those who opposed the issue of shares at a discount expressed themselves as satisfied because they thought that the Court would hardly ever grant its sanction. On the other hand, those who were in favour of the issue of shares at a discount equally accepted the compromise, because their view was that, since the Court would act reasonably, it would probably grant it wherever there was a reasonable case made out. On merits I submit that the proposal in the Bill as it now stands is an eminently reasonable and proper one. There is no true analogy between a partnership, in which the capital of the partners is engaged up to the hilt, and the joint stock company which gets by virtue of its incorporation from Parliament the privilege of limiting the liability of its shareholders. In the case of a partnership it matters not a whit to the public at what price the partners arrange to see that their capital is subscribed, because it is a matter of bargain between the partners themselves; in the case of a limited company that is not true. You have a company with an authorised and issued capital, let us say of £1,000,000, and the unwary person who is asked to deal with the company thinks that a company with a capital of that amount may be regarded as solvent for ordinary debts. If these words be omitted the company could issue its £1,000,000 capital for £1 or even ten shillings, and therefore the public would have no sort of protection at all. Similarly, if these words be omitted, the minority of the shareholders might

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easily find themselves placed in a position in which shares with preferential rights were issued at an enormous discount, and therefore the value of their own shares, which ranked behind the preference shares, would be absolutely destroyed. You might have an ordinary shareholder, for instance, who would find against his will a great block of preference shares created and issued at a discount of 1s. in the £. Again an obvious injustice, but one which requires protection.
As the Bill was introduced, there was an elaborate series of clauses to protect the issue of these shares. Those clauses have been swept away, and the sanction of the Court has been substituted. The proposal is now that the sanction of she Court shall be taken out, too, and that there shall be no protection. But, in fact, I submit to the House that the sanction of the Court is a much more reasonable and proper protection to put in, because, necessarily, if you settle the conditions by Act of Parliament, you impose a rigidity which may be very damaging to the particular company which cannot bring itself within the exact language of the limiting provisions; whereas when you go to the Court the Court has to consider all the circumstances, and allow the application on such terms as it thinks fit, to protect the interests both of the public and of the shareholders of the company. For these reasons I ask your Lordships not to disturb an agreement which was reached with great difficulty, and which in my respectful submission, does do substantial justice, does allow the issue of shares at a discount where it is proper that they should be so issued, but does protect the public and the shareholders against the abuse of the privilege by providing that the Court's sanction should be obtained in every case. I ask your Lordships to reject the Amendment.
On Question, Amendment negatived.
LORD HUNSDON OF HUNSDON LORD HUNSDON OF HUNSDON moved to add to proviso (a) in subsection (1), "if members of the company, entitled to not less than one-tenth of the votes to which all the members of the company are together entitled oppose the resolution." The noble Lord said: This Amendment is a compromise. The noble and learned Lord, who is in favour of compromises, will, I hope, consider this
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suggestion. My suggestion is that if practically the whole of a company, that is to say, up to within 10 per cent. of the whole, think they want a thing, they should have it. If they do not, and if there is any dispute, then it should go to the Court. As a layman I should have thought that the functions of the Court were to settle disputes, and not to decide the financial policy of companies. By this Amendment if one-tenth of the members of a company oppose a resolution, then the company must go to the Court, and the Court must settle. In my opinion the company will never go to the Court if there is opposition, for the reasons I have given—the delay, uncertainty, and expense. But, if they do, it seems to me that the Court will then be exercising its proper functions. The reason why I call this Amendment a compromise is that if everybody agrees, then shares can be issued at a discount, and if there is any opposition nobody can issue shares at a discount. That seems to me a reasonable compromise. The noble and learned Lord spoke about the public being protected by this clause. Well, I do not really know what the public have to do with it; it is the shareholders' property, they are the shareholders' shares; why they should not sell them at a discount I do not know. I can understand any noble Lord saying the sanction of the Court must be obtained before you sell shares at a premium, that is to say, above what their apparent worth is, but why the public should not buy shares at less than their apparent value I really do not know.
Amendment moved—
Page 31, line 23, after ("court") insert the said words.—(Lord Hunsdon of Hunsdon.)
THE LORD CHANCELLOR: My Lords, for the reasons which I have already given I cannot accept this proposal. Lord Hunsdon was ingenious enough to suggest that I like compromises. When you have made a compromise I like sticking to it, and I do not think it is a fair description of a compromise when it is a matter of a further concession after you have already arrived at an agreement. The noble Lord said that the public are not concerned. That has never been the view which Parliament has taken. The public are concerned with regard to companies, because companies are incor-

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porated with certain protection in order to deal with the public, and it has always been the case that where, for instance, a company wishes to reduce although all the shareholders in the company may desire so to do, they have to go to the Court and get leave from the Court to make the reduction, because the Court has to be satisfied that adequate protection is given to the public, with whom the company is proposing to deal. It is not the same where shares are to be issued at a premium. In that case the result is that you are getting into the company's coffers more than the equivalent value represented by the nominal amount of the shares, and, therefore, the creditor gets not twenty shillings in the pound, but something more than twenty shillings in the pound available to meet his debts. Where shares are issued at a discount it follows ex hypothesi that you are creating and issuing capital which is not represented by assets, and it is desired that this shall only be done with due publicity and when the Court is satisfied that it can be done without risk to the public interest. I hope that your Lordships will not accept this Amendment any more than the last one, and for the reasons that I have already given.
On Question, Amendment negatived.
Clause 37 agreed to.
Clause 38:
Amendment of s. 89 of principal Act.
38. Section eighty-nine of the principal Act shall be amended as follows:—
(a) There shall be inserted at the end of subsection (1) of Section eighty-nine of the principal Act the words—
"(c) Not in any case in excess of ten per cent. of the price at which the shares are issued; and provided that the number of shares which persons have agreed for a commission to subscribe absolutely is disclosed in the manner provided in this subsection."
(b) In paragraph (b) of subsection (1) after the word "filed" there shall be inserted the words "before the payment of the commission";
VISCOUNT BERTIE OF THAME VISCOUNT BERTIE OF THAME moved, before paragraph (a), to insert "in paragraph (b) of subsection (1) after the word 'filed' there shall be inserted the words 'before the payment of the commission.'" The noble Viscount said: The object of this drafting Amendment
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is to put the horse before the cart, instead of the cart before the horse as is at present the case in this clause. The clause provides, in (a), that Section 89 of the principal Act shall be amended by the insertion at the end of subsection (1) of a paragraph (c). Then, paragraph (b) provides that after the word "filed" there shall be inserted the words "before the payment of the commission." Surely, that is putting the cart before the horse. I hope this Amendment will be accepted because it makes a better sequence.
Amendment moved—
Page 32, line 19, at end insert the said words.—(Viscount Bertie of Thame.)
THE LORD CHANCELLOR: My noble friend Lord Bertie told your Lordships that this was a drafting Amendment, but in the view of those who are advising me, it is not really necessary. Its sole effect is to make the clause deal with paragraph (b) of subsection (1) of Clause 89 before going on to paragraph (c). As I think your Lordships know, and certainly as is the fact, this Bill is not ever going to come into operation until there has been consolidation. It has been thought that the convenient way of dealing with any alteration in order would be when the consolidation takes place, and when this Bill is incorporated with the existing company law. I would suggest, therefore, to my noble friend that the matter having been raised and having had the attention of those responsible, he should leave it in order to be dealt with as a consolidation point.
VISCOUNT BERTIE OF THAME: I am always rather reminded regarding Parliamentary draftsmen of a nurse in charge of a child. The nurse can slap it as much as she likes, but immediately any one else comes along and tries to punish the child the nurse says "No." But I will not press the Amendment.
Amendment, by leave, withdrawn.
Clause 38 agreed to.
Clause 39 agreed to.
Clause 40 [Form of balance sheet]:
THE LORD CHANCELLOR: The next Amendment deals with one of those slaps to which my noble friend has just referred. It is a purely drafting Amendment, and I beg to move.
Amendment moved—
Page 35, line 34, after ("company") insert ("and").—(The Lord Chancellor.)
On Question, Amendment agreed to.
Clause 40, as amended, agreed to.
Clauses 41 to 46 agreed to.
Clause 47 [Amendment of s. 104 of principal Act]:
EARL GREY: I should like to ask a question about the meaning of Clause 47. Section 104 of the principal Act, which gives power to re-issue redeemed debentures in certain cases, was introduced into the principal Act to protect the position of innocent debenture holders who had suffered by the decision in the cases of Routledge and Tasker, and I have no doubt this clause achieves the same result as Section 104 was intended to achieve; but I am afraid I cannot quite follow it. Under the principal Act, it was incumbent upon the company to declare if it was going to re-issue debentures, but as now drawn the company is entitled to re-issue debentures unless, by passing a resolution to that effect, or by some other act, it has manifested its intention that the same shall be cancelled. I do not quite see how an intending purchaser of the debentures is to satisfy himself that the company has not manifested its intention that the debentures shall be cancelled. I suppose that subsection (2), which makes it incumbent upon the company to show in its balance sheet the authorised capital, would, by deduction, serve to show what unissued debentures there are. But if we are really legislating to prevent fraud in this matter, it hardly seems to me that we are making it any more difficult for fraudulent directors to obtain their ends.
Supposing the debentures were re-issued and, after some convenient time, the company went into liquidation, the rather vague words "or by some other act manifested its intention" could be made use of and it might be claimed that the debentures had been wrongly issued. In that event I suppose the purchaser or holder of the debentures would rely upon the words occurring in the substituted subsection (1):
"on such a re-issue the person entitled to the debentures shall have, and shall be deemed always to have had, the same priorities as if the debentures had never been redeemed."
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Is it clear that the words "such a re-issue" would apply to an irregular issue, or would they apply only to a re-issue in accordance with the provisions of this subsection? If they do not apply to an irregular issue, it seems to me that the purchaser of the debentures would have lost his protection. I should have thought that it might have been possible to devise some words which would make it clear to the purchaser as to where he had to look to satisfy himself that the company had manifested its intention to cancel.
I would also like to ask a question about subsection (1). The original subsection expressly excluded from re-issue debentures which had been amortised in accordance with a proper scheme. I do not know why that express provision is omitted in this case. To a layman it seems rather as if it would be possible to redeem debentures in accordance with a regular scheme and, subsequently, to re-issue them, giving to the re-issued debentures the same priority as the original debentures had, in accordance with the last words of the subsection. I am sure that cannot be the intention. I cannot quite see the object in changing such definite expressions as "expressly otherwise provide" which occur in Section 104 of the principal Act, for much less definite words such as "whether express or implied" which occur in this clause. I hope the noble and learned Lord will be able to show me that I am wrong.
THE LORD CHANCELLOR: I am anxious to meet any difficulty which occurs to any one of your Lordships. I hope my noble friend will not think I am unreasonable when I say I think I ought to have had some sort of intimation that a question of this kind was going to be raised. No hint has ever been given to me that a question as to the precise effect of Clause 47, or indeed that any question upon Clause 47, was going to be brought up in your Lordships' House, and, quite frankly, I have not had the opportunity to ascertain the precise answer to the question which has been put. If I might venture—always a dangerous thing for a lawyer to do—to try to answer the second question which the noble Lord put, as to what is to prevent a company when, pursuant to the promise on which debentures are issued, it has

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redeemed some of those debentures, from re-issuing the debentures on the same terms and subject to the same priorities as the original issue, I would say the answer is that it has made a contract and will not do it. It has by an act manifested its intention that the debentures shall be cancelled, and indeed has done so by resolution, because the terms on which debentures are originally issued would no doubt be incorporated in the resolution. There would therefore be no possible danger, where a company had issued debentures on certain specific terms which involved a part of the issue being redeemed year by year, that it could thereafter proceed to re-issue those debentures which have been redeemed and cancelled and treat them as if they were valid.
With regard to the other point, as to how the innocent purchaser of a debenture is to find out whether the company has power, I am afraid, under the existing law, he has a difficulty in finding it out, and it may be he is still under some such difficulty, although I do not speak confidently without having had an opportunity for consideration. But the effect of this is to prevent the difficulty which has, in fact and in practice, arisen in consequence of the Courts having held that the fact of the debentures having been redeemed in certain cases effects their cancellation, although nobody realised they were cancelled, so that when there was a reissue the debenture was valueless because there was no power to issue. It is to prevent that and to ensure that there shall not be a cancellation effected unless the company has indicated its intention to cancel, as I understand it, that this clause has been embodied in this Bill. I am afraid I cannot go further than that at the moment because, as I have said, I have had no opportunity of looking into it. I will endeavour to find out if there is any further answer that I can give and let the noble Earl know.
EARL GREY: I should have liked to give the noble and learned Lord ample notice and I should also have liked more time myself to study this matter, but I am afraid we are given such a very short time to look at Bills that it is not always possible to do what the noble and learned Lord has suggested.
THE LORD CHANCELLOR: This particular clause was in the 1927 Bill; it is not an alteration.
Clause 47 agreed to.
Clauses 48 to 78 agreed to.
Clause 79 [Accounts to contain particulars as to loans to directors etc.]:
VISCOUNT BERTIE OF THAME VISCOUNT BERTIE OF THAME had on the Paper an Amendment in paragraph (c) of subsection (1), after "emoluments," to insert "and the monetary value of any other valuable consideration given to or." The noble Viscount said: As many of your Lordships know the amount paid means cash, and valuable considerations of any other kind, such as a gift of shares or a gift of goods, are not covered by these words. I understand that my noble and learned friend the Lord Chancellor has words which cover the subject much better both on this clause and on Clause 82, and as I am never jealous of the words of my own drafting, and it is simply a matter of principle with which I am concerned, I am willing to give way to the noble and learned Lord. I do not move this Amendment.
Clause 79 agreed to.
Clause 80 [Statement as to remuneration of directors to be furnished to shareholders]:
THE LORD CHANCELLOR: It is a purely drafting Amendment that I beg to move.
Amendment moved—
Page 77, line 20, leave out ("passing of such resolution") and insert ("receipt of the demand)."—(The Lord Chancellor.) On Question, Amendment agreed to.
THE LORD CHANCELLOR THE LORD CHANCELLOR moved at the end of the clause to insert the following subsection:—
"In this section and in the last preceding section of this Act the expression 'emoluments' includes fees, percentages and other payments made or consideration given directly or indirectly to a director as such, and the money value of any allowances or perquisites belonging to his office."
The noble and learned Lord said: I am asking your Lordships to insert this subsection here in order to meet the point mentioned by my noble friend Lord Bertie of Thame, who pointed out that in Clause 79 the word "emoluments" occurred and that "emoluments" would only include cash payments. There is a

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reference to emoluments in that place and also in Clause 80, and we have thought therefore that the convenient way of meeting my noble friend's point would be by inserting this as subsection (4) of Clause 80. By this subsection we define emoluments as covering any form of valuable consideration and that, I think, meets the point which my noble friend indicated to your Lordships.
Amendment moved—
Page 78, line 18, insert the said new subsection.—(The Lord Chancellor.)
LORD PARMOOR: I wish to ask the noble and learned Lord whether the words "in the last preceding section" cover the case?
THE LORD CHANCELLOR: Yes.
On Question, Amendment agreed to.
Clause 80, as amended, agreed to.
Clause 81 agreed to.
Clause 82:
Declaration of law as to payments received by directors for loss of office or on retirement.
(3) If any such director fails to take reasonable steps as aforesaid, or if any person who has been required by any such director to include the said particulars in or send them with any such notice fails so to do, he shall be liable to a fine not exceeding twenty-five pounds, and if the requirements of the last foregoing subsection are not complied with in relation to any such payment, any sum received by the director on account of the payment shall be deemed to have been received by him in trust for any persons who have sold their shares as a result of the offer made.
(4) If in connection with any such transfer as aforesaid the price to be paid to any director of the company whose office is to be abolished or who is to retire from office for any shares in a company held by him is in excess of the price which could at the time have been obtained by other holders of the like shares the excess shall, for the purposes of this section, be deemed to have been a payment made to him by way of compensation for loss of office or as consideration for or in connection with his retirement from office.
VISCOUNT BERTIE OF THAME VISCOUNT BERTIE OF THAME had given Notice to move in subsection (1), after made ["made to any director"] to insert "or other valuable consideration to be given." The noble Viscount said: This is the same point as that which I raised a few minutes ago and again I understand that my noble
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and learned friend the Lord Chancellor has better words than mine. Therefore I do not move this Amendment.
LORD HUNSDON OF HUNSDON LORD HUNSDON OF HUNSDON had given Notice to move, after "person" in subsection (3), to insert "responsible for sending such notice." The noble Lord said: The Lord Chancellor has a better Amendment than this, which will produce the same result, and therefore I do not move my Amendment.
THE LORD CHANCELLOR THE LORD CHANCELLOR moved, in subsection (3), after "if any person who has been," to insert "properly." The noble and learned Lord said: The point is one which I am indebted to my noble friend Lord Hunsdon for calling attention to. Obviously it is not intended that someone in the street who has been required to do something which he is under no obligation to do shall be penalised for not doing it. Therefore we propose to put in the word "properly," so that it will only be someone who has been properly required to give this information and who fails to do it who will be liable to penalty.
Amendment moved—
Page 79, line 33, after ("been") insert ("properly").—(The Lord Chancellor.)
On Question, Amendment agreed to.
LORD HUNSDON OF HUNSDON LORD HUNSDON OF HUNSDON moved, in subsection (3), to leave out "he" ["he shall be liable"] and insert "such person." The noble Lord said: I was doubtful when I read the clause whether the word "he" meant such person or director. I think the Amendment will make it clear if the noble and learned Lord will accept it.
Amendment moved—
Page 79, line 36, leave out ("he") and insert ("such person").—(Lord Hunsdon of Hunsdon.)
THE LORD CHANCELLOR: We intend the word "he" to cover both the director and the other person who fails to send out the particulars, because we think that if a director fails to do so there is no reason why he should be exempted from penalty. For that reason we would rather preserve the word "he."
LORD HUNSDON OF HUNSDON: May I suggest that a director loses all compensation if the notice is not given? I thought, therefore, it could not possibly refer to a director because that would be sufficient punishment for him.
THE LORD CHANCELLOR: We thought that if a director deliberately omitted to give the particulars which were required there was no reason why he should not be subject to a penalty. The amount of the penalty, of course, would be at the discretion of the Court, with a maximum stated here of £25.
On Question, Amendment negatived.
THE LORD CHANCELLOR THE LORD CHANCELLOR moved, in subsection (4), to leave out "the excess" and to insert "or any valuable consideration is given to any such director the excess or the money value of the consideration as the case may be." The noble and learned Lord said: If this Amendment is accepted the subsection will then read—I think I had better read the whole subsection because it is a little difficult:—
"If in connection with any such transfer as aforesaid the price to be paid to any director of the company whose office is to be abolished or who is to retire from office for any shares in a company held by him is in excess of the price which could at the time have been obtained by other holders of the like shares—"
this is where the alteration comes in—
"or any valuable consideration is given to any such director the excess or the money value of the consideration as the case may be—"
and then the subsection goes on—
"shall, for the purposes of this section, be deemed to have been a payment made to him by way of compensation for loss of office or as consideration for or in connection with his retirement from office."
Amendment moved—
Page 80, line 6, leave out ("the excess") and insert the said new words.—(The Lord Chancellor.)
On Question, Amendment agreed to.
Clause 82, as amended, agreed to.
Clauses 83 to 91 agreed to.
Clause 92:
Restrictions on offering of shares for subscription or sale.
Provided that the provisions of this subsection shall not apply—
(a) where the shares to which the offer relates are shares which are quoted on, or in respect of which permission to deal has been granted by, any recognised stock exchange in Great Britain and the offer contains a statement that the shares are so quoted or that such permission has been granted or
(3) The written statement aforesaid shall not contain any matter other than the particulars required by this section to be included therein, and if printed shall not be printed in type less large or less legible than any type in which the offer or any document sent in connection therewith is printed.
(8) If any person is convicted of having made an offer in contravention of the provisions of this section, the court before which he is convicted may order that any contract made as a result of the offer shall be void, and, where it makes any such order, may give such consequential directions as it thinks proper for the repayment of any money or the retransfer of any shares.
Where the court makes an order under this section (whether with or without consequential directions) an appeal against the order and the consequential directions, if any, shall lie to the High Court.
THE LORD CHANCELLOR THE LORD CHANCELLOR moved, in proviso (a) in subsection (2), to leave out "contains a statement that the shares are so quoted or that such permission has been granted," and insert "so states and specifies the stock exchange." The noble and learned Lord said: In Clause 92 there is an exemption provision, proviso (a), in which the offerer is exempted from the provisions of the clause where the shares to which the offer relates are shares which are quoted on, or in respect of which permission to deal has been granted by, any recognised stock exchange in Great Britain and the offer contains a statement, in the words of the clause, "that the shares are so quoted or that such permission has been granted." It has been brought to the attention of the Government that in subsection 4 (h) the statement is to tell the person to whom the shares are offered what is the stock exchange on which they are quoted. There seems no reason for differentiating between the two cases, and therefore we propose this Amendment to bring them into line.
Amendment moved—
Page 87, line 3, leave out from ("offer") to ("or") in line 5, and insert ("so states and specifies the stock exchange").—(The Lord Chancellor.)
On Question, Amendment agreed to.
THE LORD CHANCELLOR THE LORD CHANCELLOR moved, in subsection (3), to leave out all words after "and" and insert "shall not be in characters less large or less legible than any characters used in the offer or in any document sent therewith." The noble and learned Lord said: This Amendment is intended to meet the

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point that there might be an evasion of the words in the clause as it stands by limiting it only to printing in type. In order to ensure that evasion shall not take place we propose to substitute the words I move.
Amendment moved—
Page 87, line 16, leave out from ("and") to end of line 19, and insert ("shall not be in characters less large or less legible than any characters used in the offer or in any document sent therewith").—(The Lord Chancellor.)
On Question, Amendment agreed to.
THE LORD CHANCELLOR THE LORD CHANCELLOR moved, in subsection (8), to leave out "section" and insert "subsection." The noble and learned Lord said: The effect of this Amendment is to confine the provisions of the second paragraph of the subsection, which give a right of appeal to the High Court, to orders made under subsection (8). As the Bill stands an appeal to the High Court would lie not only where an order was made under subsection (8), but where a person was convicted under subsection (5). That was not the intention and it is in order to make that clear that I move this Amendment.
Amendment moved—
Page 89, line 18, leave out ("section") and insert ("subsection").—(The Lord Chancellor.)
On Question, Amendment agreed to.
Clause 92, as amended, agreed to.
Clause 93 [Provisions with respect to prospectuses of foreign companies inviting subscriptions for shares or offering shares for sale]:
THE LORD CHANCELLOR: My Amendment to this clause is purely drafting.
Amendment moved—
Page 91, line 6, leave out from ("formed") to ("and") in line 11.—(The Lord Chancellor.)
On Question, Amendment agreed to.
Clause 93, as amended, agreed to.
Clauses 94 to 109 agreed to.
Clause 110 [Application to Scotland of certain provisions]:
THE LORD CHANCELLOR THE LORD CHANCELLOR moved, after subsection (4), to insert as a new subsection:
"(5) Subsection (8) of section ninety-two of this Act shall not apply to Scotland."
The noble and learned Lord said: This is a Scottish Amendment. Subsection (8) of Clause 92, with which we have been dealing just now, enables a Court, on conviction of a person having made an offer in contravention of the section, to order that any contract made as a result of the offer shall be void. Under an Amendment made in another place an appeal from such order to the High Court is made competent. In the case of Scottish companies that is a wholly inapplicable provision, because a Scottish criminal court has no civil jurisdiction and there would be all sorts of difficulties if provision were made for an appeal to the Scottish civil courts from a court of criminal jurisdiction there. Therefore we propose that the subsection shall not apply to Scotland.
Amendment moved—
Page 98, line 12, at end insert the said new subsection.—(The Lord Chancellor.)
On Question, Amendment agreed to.
Clause 110, as amended, agreed to.
Clauses 111 to 117 agreed to.
Clause 118:
Short title, construction, repeal and commencement.
(4) Section ninety of this Act shall come into operation on the passing of this Act and the other provisions of this Act shall come into operation on the appointed day, and the appointed day shall be such day as His Majesty may by Order in Council appoint, and different days may be appointed for different purposes and for different provisions of this Act:
Provided that the appointed day for the purposes of the repeal of any particular enactment shall not be earlier than the day fixed as the appointed day for the coming into operation of the corresponding provisions of this Act.
LORD HUNSDON OF HUNSDON LORD HUNSDON OF HUNSDON moved to leave out subsection (4) and to insert:
"(4) Section ninety-two of this Act shall come into operation on the passing of this Act, but the other provisions shall not come into operation until a Resolution in that behalf has been passed by both Houses of Parliament."
The noble Lord said: I regard this Amendment as a very important one, and I think that the noble and learned Lord will agree at all events with the motives that have prompted me to propose it. I have two reasons for moving this Amend-

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ment. The first is that, as your Lordships have not had sufficient time to revise this Bill, you should at all events be able to keep a hold on it until it is revised or until you are convinced that no revision is necessary. The Amendment was therefore framed to some extent as a protest against the condition of affairs in this House at the end of every Session, but after the answer which my noble friend the Leader of the House gave to the question that I put to him earlier in the evening that reason disappears entirely, because that matter will be gone into, no doubt, by a Select Committee, and I hope that we shall have some alleviation. The fact remains, however, that this Bill does, in my judgment, require revision Your Lordships see the number of Amendments and new clauses that were passed by the House of Commons last week, and the number of Amendments that are required and accepted by your Lordships, even up to the last moment. It is only reasonable to suppose that, if we sat another day or two, we should find yet more Amendments necessary.
I should like to put before your Lordships one or two reasons why I say that this Bill requires amendment. I called attention last Session to the extraordinary disparity between the penalties that are imposed for various offences. I should like to repeat something of what I said on that occasion. Under Clause 39 directors and officials of a company are liable to a fine not exceeding £200 if a copy of the balance sheet is not sent to all persons entitled to receive it not less than seven days before the date of the general meeting. That seems to be a perfectly unreasonable fine for what may be called a technical offence. We come to another purely technical offence in Clause 43, which says that, if a company has a property subject to a mortgage created previous to the passing of the Act and does not within six months after the commencement of the Act send particulars thereof to the Registrar of Companies, everybody connected with the company is liable to a fine of £50 a day while the default continues. That is to say, for a purely technical offence the secretary of the company amongst others is liable to be fined at the rate of £18,250 a year.
I do not suppose the expression "ridiculous" ought to be used in this
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House, but really a penalty like that for a purely technical offence does seem to merit that description. I know that, as a matter of fact, several people were engaged in drafting this Bill before it came to your Lordships' House, and I can only imagine that one of them fixed the penalty at £20 and then another, who I cannot help feeling must have been the Registrar of Companies himself, said: "If anyone does not send me particulars of a mortgage for my files"—which will never be looked at from one year's end to another—"let him be fined £18,250 a year." I say that somebody ought to go through this Bill and arrange these penalties in some sort of system.
I am not going to trouble your Lordships with any further statements or arguments of my own, but I should like to add one word from those who are far abler and more experienced in these matters than I am. I have seen a letter—I am not authorised to give the name; there has been no time to ask for permission; there is no time for anything—from one of the most eminent company lawyers in the City of London to a brother solicitor. He urges most strongly the necessity for delay before this Bill passes into law, and he adds to his fellow solicitor:—
"However, it is an ill-wind that blows nobody any good. It will not do us any harm—"
that is, the solicitors. There is one other letter that I should like to mention to your Lordships. I have received a letter from the Secretary of the Law Society, and he says that it is certainly the opinion of some members of his council, and probably of the whole body, that with regard to a Bill of this nature, involving so much technical detail which very materially affects the business life of the community, a full opportunity should be given for studying the Bill in the form in which it is proposed that it should pass into law. I might remind your Lordships that not only does the Bill affect the business life of the community but the business life of the community is now almost entirely carried on by means of limited companies. I beg to move.
Amendment moved—
Page 100, line 7, leave out subsection (4) and insert the said new subsection.—(Lord Hunsdon of Hunsdon.)
EARL RUSSELL: The Amendment which the noble Lord has moved refers to subsection (4) of the last clause of the Bill, and I should like to call your Lordships attention to that clause. It says:—
"(4) Section ninety of this Act shall come into operation on the passing of this Act and the other provisions of this Act shall come into operation on the appointed day, and the appointed day shall be such day as His Majesty may by Order in Council appoint, and different days may be appointed for different purposes and for different provisions of this Act."
That is the most remarkable date that I have ever seen on which a Bill is to come into operation. Little bits are to come into operation on some days and other little bits on other days, and apparently even different purposes are to have different days. I hope that the noble and learned Lord will see some way of amending that clause before this Bill leaves the House. I have seen provisions that there shall be an appointed day for Part I or Part II, or something of that sort, but under this Bill there can apparently be 100 appointed days for all sorts of different purposes. That is a very undesirable provision.
THE LORD CHANCELLOR: With regard to the remarks of the noble Earl who has just spoken, he seemed to think that it was unusual to find, in a Bill which consists of a number of different provisions bearing on matters of varying importance, that different days are appointed. It is far from unusual. I did not know that he was going to raise this point and have not had time to look for precedents, but I can give him one out of my head at once—the Government of Ireland Act, 1920, where the appointed day, I remember, varied in just the same way. I think I could find a very large number of other precedents. The point is that there are some clauses with regard to which there is urgent need of bringing the law into operation at once—the share-pushing clause is one obvious instance—whereas others, and the bulk of them, may await a more mature date.
With regard to the remarks of my noble friend Lord Hunsdon, I think I told your Lordships quite candidly when I moved the Second Reading that I personally very much regretted that there had not been a further opportunity of discussing this Bill in all its details in this House, and the only plea in mitiga-
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tion that I ventured to put before your Lordships was that in fact this was a Bill which was originally passed by your Lordships' House last Session and was introduced into the other House in the form in which it left your Lordships, and that therefore what we are really engaged upon is the consideration of Commons Amendments to a Lords Bill. The Commons were, in fact, engaged as a revising chamber on this occasion to deal with legislation which your Lordships had already passed and which you had very exhaustively considered. In the other place there was a very full and careful revision. The Law Society, one of the bodies to which Lord Hunsdon referred, not only assisted in discussions on the Bill in this House but assisted actively and had their own representatives in another place who took a keen interest in the revision of the Bill and the consideration of its various clauses, and a number of their suggestions have been adopted and incorporated in the Bill. I should be surprised to be informed that the Law Society were not satisfied with the reception that their Amendments have had at the hands of the Government. I do not want to put it higher than that.
The Amendment which my noble friend suggests is one which would be unprecedented. There is no precedent for a Bill being brought into operation only by a Resolution of both Houses. Of course it is quite common, where there is an Order in Council, for a particular clause or the exercise of a particular power to be subject to a Resolution of both Houses, but so far as my researches have gone, and so far as those advising me have been able to ascertain, there is no precedent for the proposal which my noble friend makes. It would really not, in my submission, effect the object which he has in view. What he desires is that there may be an opportunity given to the House to revise various clauses in the Bill. If the Bill had to take effect upon a Resolution of both Houses this House would be in exactly the same position as, for instance, it is under the Enabling Act with regard to Church matters. It would either have to refuse or give its consent to the Bill coming into operation, and therefore have to reject or take it as it stood. There would be no opportunity for revision.

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I think, however, I can do something to meet the difficulty which the noble Lord feels. The Government believe that they have, as a result of careful study of the provisions of the measure, both in this House and in the other place, met and safeguarded the main points, and indeed I think almost all the points, raised by a large number of associations of professional bodies who have been consulted with regard to the passage of the Bill. They recognise, as the Secretary of the Law Society seems to have said, that it is eminently desirable that those who have to deal with company matters should have a full opportunity of considering the changes which this Bill incorporates before it becomes law. They have always intended that this Bill, which is an amending Bill, shall be consolidated with the existing company legislation, which is mainly contained in the Companies Act, 1908. My right hon. friend the President of the Board of Trade told the House of Commons in moving the Second Reading that consolidation was contemplated. I am quite prepared, on behalf of the Government, to assure the House that apart from one section, which is being brought into operation directly,—the section with regard to share pushing—there shall be no attempt to bring the Bill as a whole into operation until consolidating legislation has been passed through both Houses of Parliament and has become law.
I can assure your Lordships that this certainly will not take place this year, and almost certainly I cannot hope that it will take place before May of next year. That involves, first, that there will be a Consolidating Act, and secondly, that there must be much delay before the Bill becomes operative. There will, therefore, be ample opportunity for everybody affected to consider the provisions of the Bill and to make any suggestions which require to be made. We believe that it will not be found that this Bill is as defective as Lord Hunsdon seems to apprehend, but if, as a result of these representations, it should appear to the Government that there were lacunæ or inconsistencies which require to be put right, then, of course, it will be necessary to introduce amending legislation. I hope, and believe, that it will not be necessary,
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but at any rate I can assure your Lordships that there will be ample opportunity given for considering the Bill, and that an Order in Council shall not be made and the Bill shall not become law until consolidating legislation has been passed. I hope that with this assurance the noble Lord will rest content, and will not press his Amendment.
LORD PARMOOR: I should like to say how thoroughly I agree with the suggestion which has been made, which appears to me entirely to meet the difficulties—I appreciate them—mentioned by Lord Hunsdon. I do not think that the noble Lord's Amendment would have been effective in any way, and I agree with what the Lord Chancellor said, that it would be quite novel. I do not believe that any such procedure could be found in any existing Legislature. I think that, as the Bill now stands, for particular proposals to come into operation at different times, although not without precedent, would be particularly unfortunate in a measure of this kind, without consolidating legislation such as is suggested. That would give the safeguard which I think Lord Hunsdon desires, and I feel sure that the proposal made by the Lord Chancellor will in a most effective way meet the difficulty.
EARL RUSSELL: I wish to ask the noble and learned Lord one question. He speaks of a Consolidation Bill, but is it not the rule that under a Consolidation Bill you can make no alteration in Bills, except perhaps drafting? A Consolidation Bill involves no opportunity of amendment.
THE LORD CHANCELLOR: I should have explained that it will be consolidation and nothing else, but the actual preparation of it will bring to light any amendments which may be required, and inconsistencies if they exist. The time occupied—between now and May next, I anticipate it will be—will give ample time for representations to be made, and if it turns out that amendment is necessary the Government will consider the matter and will no doubt be prepared to make the amendment required.
LORD HUNSDON OF HUNSDON: May I say that I am extremely grateful to the noble and learned Lord for the way in which he has met not only my

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views but the views of people of very much more experience and ability than myself. In his speech the noble and learned Lord said he would be very much surprised if the Law Society were not satisfied with the reception which their Amendments had received at the hands of the Government. I cannot speak for the Law Society, but I should think that they are more than satisfied, as we all are, with the extraordinary courtesy and consideration which the noble and learned Lord has shown to us in all these matters, and with the number of Amendments which he has accepted. I would only like to remark that in my Amendment I said "Section 92." In the Bill it says "Section 90." That was the number of the clause in the House of Lords Bill, and not the number in the present Bill.
THE MARQUESS OF SALISBURY: It can be put right.
LORD JESSEL: Before parting with the Amendment I should like to say, as I urged the same point as Lord Hunsdon, how grateful I am to the Lord Chancellor for the way in which he has met the opposition. I would also like to congratulate Lord Hunsdon upon his consistency in fighting for his point.
Amendment, by leave, withdrawn.
Amendment moved—
Page 100, line 7, leave out ("ninety") and insert ("ninety-two").—(The Lord Chancellor.)
On Question, Amendment agreed to.
Clause 118, as amended, agreed to.
First Schedule agreed to.
Second Schedule:

SECOND SCHEDULE.
Minor Amendments.
Section of Act and Amendment.
Sect. 285 … At the end of the definition of debenture there shall be added the words "bonds and any other securities of a company whether constituting a charge on the assets of the company or not."
LORD JESSEL LORD JESSEL moved, after the reference to Section 285, to insert "'Printed' shall include 'reproduced indelibly in any form which may be approved for the purposes of this Act by the Registrar'." The noble Lord said: I hope that I shall not be accused of
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having an interest either in printing or in any indelible process, because I have no shares in either. This Amendment was moved in another place by a very learned and respected member of the House of Commons, Sir Walter Greaves-Lord, who has considerable experience of these matters. He pointed out that there were several new processes now, which answer the same purpose as printing, and these indelible processes were a great deal cheaper than printing processes. The President of the Board of Trade approved of the Amendment, it was opposed by other members, and was left to a free vote of the House. It was stated that the Registrar had been for six years accepting articles of association in this form of indelible printing, and I venture to think there is no reason why it should not continue. The Lord Chancellor a little earlier, on Clause 92, himself moved an Amendment to words in the Bill which provided that certain matters should be printed, the noble and learned Lord's proposal being that they "shall not be in characters less large or less legible than any characters used in the offer or in any document sent therewith." Therefore the Lord Chancellor himself has made a precedent in this very Bill for departing from the practice of printing. As I say, I have no brief for either process, but, as the indelible process is cheaper, as it has the backing of the President of the Board of Trade and of Sir Walter Greaves-Lord, who is a distinguished member of the Bar and of the House of Commons and no doubt has considerable experience in this matter, I hope the Government will accept the Amendment.
Amendment moved—
Page 116, line 6, at end insert the said words.—(Lord Jessel.)
LORD O'HAGAN: It is very rare that I differ from my noble friend Lord Jessel, but on this occasion I hope that the House will not agree to the Amendment. I am in the same position as himself in having no interest either in printing or in any other process of reproduction, but the House will be aware that under the Companies Act at the present time it is prescribed that articles of association and resolutions which are required to be filed with the Registrar of Companies shall be printed. In the House of Commons Amendments were suggested

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with regard to that practice, providing that those articles of association and resolutions might be typewritten, but that proposal was defeated in the Standing Committee, because it would open the road to a very easy method of misleading the investing public. When the Bill returned from Standing Committee an Amendment on precisely the same lines as this was proposed but rejected. The present Amendment, I am advised, seems to be objectionable for several reasons. First, copies obtained by any process other than printing cannot be relied upon for accuracy to the same extent as printed copies. Then again, copies could be made in the office of a promoter or other person, where errors might inadvertently—or intentionally—be made, and it would be very difficult to prove that such was the case. Further, if no independent record be kept, as is the case with printers, the safeguard provided by the law with regard to imprints would be lost. As to the question of expense, I am advised that the difference of cost would be very little indeed.
As your Lordships know, this Bill was intended to afford better protection for the investing public, and, as was said in The Times this morning:—
"There is no doubt at all that, especially during the last decade, the investing public have suffered heavy losses through unnecessary secrecy, and sometimes through sheer want of straightforward dealing in the company world."
In view of that last phrase I hope your Lordships will not accept this Amendment. In another place, owing to the strong expressions of opinion in all parts of the House on that very point of safeguarding the investing public, the Amendment was left to a free vote of the House, and it was then rejected by 160 votes to 74, and in that majority there were not only members of all Parties in the House but there were also members of His Majesty's Government. In those circumstances, and in the interests of the better safeguard provided if the Bill is maintained in its present form, I hope that the House will not agree to this Amendment.
LORD CLWYD: I desire to associate myself with what has fallen from the noble Lord. I, like him, have no interest whatever in the printing business, but I have gone into this question a little
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closely, and I am convinced that the acceptance of such an Amendment as this would produce at all events an element of risk. I therefore hope that the Government will not accept the Amendment.
LORD PARMOOR: I also hope that the Government will not accept this Amendment. It was thoroughly discussed in another place.
LORD ASKWITH: I also oppose the Amendment. It appears that the President of the Board of Trade said rather hastily in another place that he thought it was a case of a commercial struggle, but he did not vote for the Amendment. This Amendment was rejected by 160 to 74 on a free vote during the Report stage. It would introduce a difference between this Bill and the Companies Consolidation Act, 1908, in two sections, both as regards the articles of association and special and extraordinary resolutions. On section says that they must be printed and the other says that they shall be printed. The suggestion appears to give opportunity for fraud. The whole of this Bill is against fraud, and the Amendment, therefore, is most undesirable. I suggest that your Lordships do not agree with it.
THE LORD CHANCELLOR: I rather hope, in view of what has fallen from various quarters of the House, that my noble friend Lord Jessel will not press his Amendment. As has been said, this Amendment relates only to articles of association and special and extraordinary resolutions. The saving in cost in printing such documents as against some other means of reproducing them must be very small indeed, and there are obvious advantages in having such formal documents as the resolutions and articles of the company recorded in properly printed documents with the imprint of the printer, in accordance with the provisions of the law, upon them. As your Lordships have been told, this was discussed in another place and decisively rejected, and I hope, in view of the expressions of opinion from various quarters of the House, that my noble friend will see his way not to press the Amendment.
LORD JESSEL: After the unanimous condemnation of the Amendment I do not propose to trouble your Lordships any further with it. All I can say is,

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that I understand that for six years this practice has been in existence.
Amendment, by leave, withdrawn.
Remaining Schedules agreed to.

NAVAL PRIZE BILL.
Read 3a (according to Order), and passed.

RAG FLOCK ACT (1911) AMENDMENT BILL.
House in Committee (according to Order): Bill reported without amendment.
EARL DE LA WARR: My Lords, in view of the suspension of Standing Order No. XXXIX, with the permission of the noble Marquess the Leader of the House, I move that the Bill be now read a third time.
Moved, That the Bill be now read 3a.—(Earl De La Warr.)
THE MARQUESS OF SALISBURY: The Government have no objection.
On Question, Bill read 3a, and passed.

MERCHANT SHIPPING (LINE THROWING APPLIANCE) BILL.
House in Committee (according to Order): Bill reported without amendment. Then (Standing Order No. XXXIX having been suspended) Bill read 3a, and passed.

MARRIAGES (PROHIBITED DEGREES OF RELATIONSHIP) BILL.
Order of the Day for the Third Reading read.
LORD WRAXALL: My Lords, I beg to move that this Bill be now read a third time.
Moved, That the Bill be now read 3a.—(Lord Wraxall.)
THE LORD ARCHBISHOP OF CANTERBURY THE LORD ARCHBISHOP OF CANTERBURY, who had given Notice to move as an Amendment, That the Bill be read 3a this day six months, said: My Lords, the few noble Lords who have been able to be present in your Lordships' House during some of our debates will have heard a good deal upon
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this subject and will have heard, I am afraid, my own voice more than once. I apologise for speaking again, but I feel intensely the inexpediency and even the harmfulness of legislation of this kind being hurried through, as it undoubtedly would be, and passing without adequate discussion outside as well as inside the walls of Parliament. The noble Marquess who leads the House said in a speech last night that in the closing days of the Session everything is done in a hurry. This, of all things which are before us, ought not to be done in a hurry, and if it is done at all, there ought to be a perfectly clear and general demand for it outside.
There are a great many technical measures concerning legal, financial, or industrial matters which lie so far outside the general knowledge of most of us that no one, I think, can take exception if they are dealt with in a House which is small and confined to those who are experts in such matters, or without any ample debate or consideration of the subject by the public outside. This particular measure is quite different. It is a measure which concerns the homes of the people of England. It concerns the social and domestic life of our country from end to end. I do not wish to treat the proposal disrespectfully in the least, and I am sure I have said no word which could give that impression. I do not wish to oppose it as being clearly and definitely mischievous in itself from evidence adequately before us. But I venture to demand for it, with all the earnestness I can command, a very full consideration in Parliament and a very ample opportunity for discussion outside. This, I maintain without hesitation, it has not at present had. The noble Lord, Lord Arnold, said yesterday that it was fully discussed in another place last year. I, therefore, have taken pains since then to read every word that has been said about it in another place during the last two years. I have been through the debates with the utmost care, in order to find the evidence of that general demand which seems to me essential in this case. I can find absolutely no demand of a general kind at all.
A certain number of letters, very few, were produced which showed that certain people who had married illegally were very anxious to be got out of the

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trouble, and pressed Members of Parliament and noble Lords to bring about legislation, if they could, which would set them straight. There were a few cases of that kind Some of them were brought forward in an admirably clear and perfectly reasonable way by the noble Lord who is responsible for this measure. As regards full discussion and debate, the debate in another place to which the noble Lord referred, occupied less than an hour on a Friday afternoon. That hour was occupied chiefly by protests against the hurry, against the palpable hurry of the matter, the same exception being taken as that which I am taking now. The Bill then went to Standing Committee, and the Standing Committee reported that it could not give a considered Report because it had not been possible to have time to deal with the matter. That was not many months ago. It is perfectly clear that the Bill has not had adequate discussion either in the House or in Committee. All that is beyond question.
From those matters of fact concerning the way in which the Bill has been pushed through the House (with no kind of object but a good one) owing to the pressure of time, I turn for a moment or two to the theory of the measure itself. It is based upon the necessity, or supposed necessity, of logical consequence to the Deceased Wife's Sister's Marriage Act of 1907. If anyone is feeling impressed by that argument I venture to ask him to read with care the debates which took place in 1907 and to note recurrently, in both Houses, the clear evidence that there was a definite and strong demand for legislation for marriage with a deceased wife's sister. The demand was very strong, very clearly put and very definite I do not say how far it was widespread throughout the country, but it was clear, I have always acknowledged that. The measure was accordingly passed into law, I think unfortunately but obviously in response to a perfectly clear demand, and after more than ample discussion in both Houses of Parliament. But throughout that discussion there was again and again ample repudiation of the alarm that was expressed by the opponents of the measure who said, as I said at that time: "This will be extended beyond its present scope." That was repudiated again and again by those responsible for the Bill
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in both Houses of Parliament. The Lord Chancellor, from the Woolsack in this House, said quite definitely in effect: "We are not against the principle of affinity; we do not propose to go further than this measure does, which is simply to meet a recognised need which is specific and exceptional to the general principle." In the House of Commons that was said again and again in answer to Lord Robert Cecil (as he then was) and others.
They were told that it would not lead to other things, that it was an exceptional proposal and was being treated as such. Therefore, we are justified in saying now that this is a new departure which was not contemplated in 1907. It is not really demanded in the country now, and beyond all question it is being hurried through the Houses of Parliament. I have referred with care—it is a ponderous process—to the Report of the Royal Commission which sat in 1847, the year before I was born. The Royal Commissioners virtually said—I have the exact words, but I do not think it is necessary to read them—that they did not trouble about anything else except the case of the deceased wife's sister, because there was no demand for anything else. If there were another question it might have to be considered, but at that time there was no demand for anything else. Therefore, in their Report they said that when they spoke of marriages within prohibited degrees they were to be understood as confining their observations to the deceased wife's sister. They made the very moderate and cautious recommendation that that subject at least ought to be considered, and they accompanied it with the statement that they were dealing with that question only. I think attention ought to be directed to that when we are told now that this is a perfectly natural and inevitable sequel to what happened in 1907.
The change that will be effected if this Bill becomes law is not in the least realised, I think, either outside the House or inside it, because attention has not been publicly drawn to this matter at all. I wonder how many members of either House of Parliament had the least idea a month ago that there was going to be put before us at the end of the Session a change of this vast kind in the Christian law of marriage. It is a thing

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which, I am perfectly certain, is not understood in the country at this moment, and it is disastrous that such a change should be made in the conditions which I have mentioned. The law of affinity has been a part of the Christian law of marriage from the very beginning. Long before the Church of Christ affinity as well as consanguinity has been recognised as a bar, needing perhaps an exception in particular cases in the Churches which dealt with it by means of dispensation. There may have been these exceptions here and there but the law was maintained and the principle of affinity has been asserted alike in the Jewish and the Christian faith during a time that goes right back to the roots of what we believe.
Now you are proposing by this measure to sweep that law of affinity almost wholly aside. You do not sweep it quite fully aside, because by this measure a man may not yet marry his stepmother or his stepdaughter, but I do not know how long we are to wait before the next step is taken. We are told by those who support this measure that they do not intend that. But that is precisely what we were told on the former occasion if the Deceased Wife's Sister's Marriage Bill were passed. We were told that the matter was not to go any further. This change ought not to be made, if it is made at all, without full consideration and without a perfectly clear demand from outside the Houses of Parliament. The objections to it are social. There are also, I am told, though I have not gone into it from that point of view, technical objections on eugenic grounds. I am told that high medical authorities want to raise questions about it in the way that. I am not going to try to do. Give us the opportunity of going further into this matter. If it is to be pressed upon us there should be an opportunity of securing from outside a demand for it. We ought to ascertain whether there is really a widely entertained demand for it before we pass it. How many members of either House of Parliament imagined a month ago that they were to be asked to go so far as this Bill goes?
I should like to say this in conclusion. I have been thirty-four years a member of this House. I have given from the beginning all the attention that my powers admit of to questions of social
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life and of morality in the homes of England. This presumably is the last time that I shall have the opportunity of standing here as the representative spokesman of those of us whose life has been spent in dealing with questions of a social and domestic kind that concern the homes of England—dealing with them on moral considerations. I want, therefore, to make an appeal as strongly as I may be allowed to make it against hasty legislation in this matter. I have made that appeal. If I fail I have at least tried to prevent what I should regard as an infinitely rash and most inconsiderate act.
Amendment moved—
Leave out ("now") and at end insert ("this day six months").—(The Lord Archbishop of Canterbury.)
LORD WRAXALL: My Lords, it is with the very deepest regret that I find myself obliged to differ on this occasion from the most rev. Primate. The last words of his speech naturally make my regret all the deeper. As a very humble but I hope very sincere member of the Church of England I have during his long tenure of his great office looked up to him as my spiritual leader. Therefore it is, as I say, with the deepest regret that on the last occasion on which, as he has said, he will address your Lordships' House, I should find myself opposing practically everything which he has said. This is, as your Lordships know, a Bill which I introduced and which has already passed the House of Commons. I cannot agree with what the most rev. Primate has said that this Bill has been hurried. It has been introduced no fewer than five times in the House of Commons. On the first occasion it was introduced by a member of the Liberal Party and was supported by members of all Parties. Since then it has been four times before the House of Commons and your Lordships know the history of the measure during the last three years.
It is, as I tried to explain in my speech on Second Reading, merely following up the Deceased Wife's Sister's Marriage Act of 1907. That certainly made a great alteration in the law and, no doubt, there were many members of both Houses who felt that they were taking a great responsibility in the vote they gave on that occasion, but this Bill is merely following up that Act. We are only asking to allow a number of people, and

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they are quite a number of people, many of whom contracted these marriages without knowledge—some no doubt contracted them with knowledge—to become legally married. It really does—again I must disagree completely with what the most rev. Primate has said—meet a recognised need. He has asked us to visualise for ourselves the effect of this Bill if it is passed. What has been the effect of the Deceased Wife's Sister's Marriage Act and the Deceased Husband's Brother's Marriage Act of 1925? I feel myself that both these Acts have been for the good of this country. I must resist the Amendment which the most rev. Primate has proposed.
LORD MERRIVALE: My Lords, I shall not intrude on your Lordships for more than a very few minutes, but lest no other layman should support what has been said by the most rev. Primate as the spokesman of the Church of England against this measure, I feel bound to offer to the House a very few observations with a view to calling attention to the suddenness and gravity of the proposal to which your Lordships are asked on the first of August to accede. I venture to say that this Bill is practically unknown in the country. Among the masses of the people in the country it has barely been heard of. Nobody has suggested that there is a public demand for it. My noble friend who has moved the Bill says that there are several, perhaps there are a few hundreds of people who have contracted marriages within the prohibited degree in defiance of the law, and, as he said a few days ago, some of them have gone across the water to give a spurious pretence of legality to the marriages they have contracted. It is in the interests of that small body of persistent people who wish their breaches of the law to be sanctioned by an amendment of the law that the House is asked, without public demand, without any discussion in the House of Commons which has attracted public attention, and after a few days' mention of the matter in this House, to introduce changes in the law in respect of affinity which will practically destroy the law of affinity, or if it does not do that will make the exceptions ridiculous, and to legalise marriage in respect of eight classes of people, numbering not a few score nor a few hundreds but probably hundreds of
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thousands, to legalise marriage for these eight classes of people although the experience of ages has shown that the sanctity of family life, the protection of family life, requires that restriction should be put upon marriages within certain degrees.
Now what is in question? It is not a matter of some old-fashioned notion or of some logical basis by which you repair some omission in the Act of 1907. It was not an omission in the Act of 1907. After the gravest controversy extending over more than a generation, over something like two generations, an exception was made in the law of affinity. Now it is proposed to abolish it because the exception was made and logic is appealed to in support of that proposal. But what really is in question is family life. If there is an interest of vital consequence throughout the land I think it cannot be said that there is any interest of more vital consequence. We may look on all our political institutions and contemplate changes in them, but I do not believe any serious man, certainly I do not believe any of your Lordships, would contemplate a revolution in the family life of the country without the gravest anxiety. What is proposed is that where there are legal sanctions which require that a self-respecting man shall not look upon certain relatives of his with a view to marriage these sanctions are to be withdrawn. It may be that you should put marriage upon some logical footing, that you should amend the whole law of marriage, but I feel sure that this House would never consent to a wholesale amendment of the law of marriage upon the proposal of a private member of the House of Commons or of any individual member of your Lordships' House not having responsibility as the leader of a Party.
Here we are on the first of August called upon, not upon the ground of reason, not upon a ground of public interest, but for the purpose of assisting people who have broken the law, to amend the law so that they shall not suffer the reproach of breaking it. It may be right or it may be wrong to amend the law, but that your Lordships should be called upon practically on the last day of the Session to take this sudden step, seems to me to transcend anything I have ever heard of in Parliamentary procedure in

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what is now a long period in which I have taken considerable interest in it. I hope the speech, for which I am sure many of us will be personally very grateful to the most rev. Primate, will have its effect, but whether it is, as he has said, the last occasion on which he will speak—which I trust is not the case—I hope he will go with the satisfaction of knowing that a weighty protest which he has made as head of the Church in this House is not disregarded.
EARL RUSSELL: My Lords, the noble Lord has made great play with the first of August. I think he ought to be reminded that it is not by any choice of the promoters of the Bill that this discussion takes place on the first of August. The Second Reading of the Bill was somewhere about the 24th or 25th July. If the Amendment had been put down then this matter could have been discussed at a more convenient moment. I am not in the least complaining of the most rev. Primate. He has put this Motion down as it was his right to do if he objected to the Bill and if he wished to get rid of it, and he was within his right in whipping up, as I see he has done, his ecclesiastical reserves. But it is very inconvenient to discuss a Bill like this on practically the last day in the Session in a thin House. Therefore I entirely agree with the noble and learned Lord. I do not think that those who are responsible for this Bill are to blame for that. During a great many years the most rev. Primate and I have sat together in this House, and I have frequently had occasion to admire him and I have frequently had occasion to agree with him. I have no words to use but those of admiration of his courage in putting down this Motion now, in a cause which he thinks a just one, in order to object to the passage of a Bill which he thinks an unjust one. I regret, as I am sure he will regret, that his last appearance among your Lordships should be one in which there is any clash of opinion between him and any other section of the House. It is unfortunate, but it is one of the necessities of debate, and I am sure that he would not have taken this step if he did not feel that it was both justified and necessary.
But I would ask your Lordships to remember the distinction which the most rev. Primate has himself made. It is not
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a matter of conscience that the Bill, as such, should be opposed. He has been careful in every speech that he has made to us to make that clear. He says that there has not been sufficient consideration, that there should be more delay and more evidence of demand, an objection to a Bill which one often takes and is fully entitled to take. But it is a certain flouting of another place, the Bill having been five times passed, having been considered there on several occasions and having on this occasion been passed without a dissentient voice, that your Lordships should, on the last day of the Session and on the Third Reading of the Bill, throw it out. I hope that your Lordships will maintain an attitude of independent judgment and will recognise that what this Bill does is not to make a large inroad into the system of Christian marriage. It does nothing of the sort.
The Deceased Wife's Sister's Marriage Act was passed in 1907. There had been agitation in favour of such a measure for about fifty years. I think it was another fourteen years before the Deceased Brother's Widow's Marriage Act was passed, so long did it take this country to be logical on a matter of that sort. Now another seven years has passed, and what is the alteration that you are asked to make in the law? The law says now that you may regard your wife's sister in the way in which the noble and learned Lord opposite has indicated, that is, that she is a person whom you can marry after your wife is dead. All that this Bill says is that you may regard your wife's sister's daughter and other persons in categories of this sort as legitimate or possible objects of marriage after the death of your wife. That is not a very fundamental change. You are going to a far remoter relationship, in regard to which there is much less likely to be personal contact in the home with resultant inconvenience.
Yesterday we understood that there was to be a conflict. There were many people here prepared to vote upon this question. To-day I fear there may be fewer. If the Bill is lost now, I think it will be a reflection upon the conduct of business in this House, and I say that personally I am very sorry. I am bound to say that I regret that the last occasion on which we are likely to see the most

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rev. Primate, whom we all admire, in our midst should be one in which there should be any difference of opinion between us, but I hope that nevertheless your Lordships will stick to the attitude that you have adopted in all the other stages of this Bill and will give it a Third Reading to-day.
THE CHANCELLOR OF THE DUCHY OF LANCASTER (LORD CUSHENDUN): My Lords, I do not think that the noble Earl who has just spoken, if he had ever been a member of the House of Commons, would have tried to impress your Lordships with the history of this Bill in that House. I have not taken the trouble to go into the exact methods which have been pursued in the House of Commons. I do not know whether the Bill was passed under the Ten Minutes Rule or whether it was passed after eleven o'clock through the accident of no one being there to say that he objected. I do not know exactly in what circumstances it passed through the House of Commons, but I do know one thing. My noble friend who introduced the Bill to your Lordships has told us that it passed, I think, five times in the House of Commons. I can only say that I was myself until last autumn a member of the House of Commons and I never heard of this Bill until it was read a second time in your Lordships' House the other day. I took the trouble, after what occurred here yesterday, to go across and interview some of my friends who are now members of the House of Commons. I failed to find any of them who had heard of this Bill until the matter came up here. Those of us who have been for many years in the House of Commons, as many of your Lordships have, know perfectly well how easy it is for a Private Member's Bill to which attention has never happened to be called, either by the Press or by any opposition from outside, to be passed. There are a dozen ways in which it may slip through the House of Commons and fail to attract attention.
The noble Earl concluded his speech by saying that he thought that, if your Lordships rejected this Bill, it would be a reflection on the management of business in this House. My view is that if, after what has occurred and especially after the weighty protest that has been made by the Archbishop, this House were to pass this Bill now, it would be taken
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throughout the country as an instance of the frivolity with which great changes can be made by the Legislature without due consideration. My noble friend behind me really began and ended his speech by saying that this was merely following up the Deceased Wife's Sister's Marriage Act. How can my noble friend use that language after the way in which we were reminded by the most rev. Primate that in both Houses the promoters of that Act gave assurances to Parliament and to the country that there were not going to be any future proposals following it up and that there was no intention of making a greater inroad than was made at that time in this matter of affinity? I think that, so far from my noble friend being entitled to say that your Lordships should pass this Bill because it is merely following up the Deceased Wife's Sister's Marriage Act, it would amount almost to a breach of faith if the assurances that were given were to be gone back upon and this legislation were to be carried without the fullest possible notice to the country, such as has certainly not been afforded now.
I remember very well, as will most of your Lordships, the agitation that preceded the Deceased Wife's Sister's Marriage Act. It went on for years, and no one could ever have alleged for a moment that the measure was not very fully in the public mind, whatever way the public mind worked. Not only were assurances given that this exception was not going to be followed up, but your Lordships will remember the ground, and the only ground so far as I recollect, upon which that legislation was recommended. Your Lordships will remember that those who opposed that legislation said that it would to a certain extent poison the relationship between a man and his sister-in-law and make it impossible for her to come and stay in his house if she were eligible to become his second wife. The answer to that was that this might be perfectly true, that it was unfortunate, but that, after all, the sister-in-law was the natural guardian of the man's children and, especially in poorer houses, it was almost a matter of necessity in many cases that the deceased wife's sister should come as the guardian of her dead sister's children, and that therefore it was better to regularise a relationship

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that was very likely to arise in any case. On that plea, and mainly on that plea, the Deceased Wife's Sister's Marriage Bill was carried into law.
Does anybody suggest that all the objections which were felt at that time, and which it is quite unnecessary to specify in detail, are not very much greater if you allow, not merely the sister-in-law but the niece, who presumably in those cases would be a woman of a younger generation, to come habitually to be eligible for marriage with her deceased aunt's husband? It makes it impossible for those relations to come and pay visits to the household. I am speaking about matters of which I know, because these matters touch me personally, and therefore I am able to enter into them. I know quite well what it would be if one felt that it was impossible to ask young women whom one regarded as one's own nieces, and many people do regard their relations in law as their own relations, to come and stay. If you pass this Bill it will mean that those of us who are widowers will find it impossible to ask a niece to come and stay with us, as we habitually do now without the slightest reserve, because there would inevitably be introduced into that
Resolved in the negative and Motion disagreed to accordingly.
On Question, Amendment agreed to: Bill to be read 3a this day six months accordingly.
relationship a feeling that that young woman was eligible to become a wife.
I submit to your Lordships that although it may have been necessary, and I admit it was necessary, in the case of sisters-in-law, for the purpose of providing guardians for the children, you are going to introduce by this Bill poison into a great many households in this country—not deliberately, but because the matter has not been thoroughly thought out. No reason has been offered for the Bill and before we pass it do let us give the country an opportunity of really considering this matter. It will be discussed in the religious Press, and in the secular Press, and therefore if at some future time, this not being a matter of any urgency, the Bill should again be presented to Parliament, no one will be able to say that the country has not had an opportunity of fully considering it. The country certainly, in my judgment, would have a very great grievance against Parliament if in the existing circumstances the Bill were carried to-day.
On Question, Whether the word "now" shall stand part of the Motion?
Their Lordships divided:—Contents, 25; Not-Contents, 26.

CONTENTS.

Airlie, E.

Sondes, E.

Clwyd, L.

Cranbrook, E.

Faringdon, L.

De La Warr, E.

Bertie of Thame, V.

Gage, L. (V. Gage.)

Howe, E.

Churchill, V.

Hamilton of Dalzell, L.

Iddesleigh, E.

Elibank, V.

Hemphill, L.

Lucan, E.

Illingworth, L.

Onslow, E.

Arnold, L.

Stanley of Alderley, L. (L. Sheffield.)

Plymouth, E.

Avebury, L.

Russell, E. [Teller.]

Biddulph, L.

Thomson, L.

Wraxall, L. [Teller.]

NOT-CONTENTS.

Canterbury, L. Abp.

Grey, E. [Teller.]

Fairlie, L. (E. Glasgow.)

Hayter, L.

Hailsham, L. (L. Chancellor.)

Rochester, L. Bp.

Howard of Glossop, L.

St. Albans, L. Bp.

Lawrence, L.

Southwark, L. Bp.

Merrivale, L.

Argyll, D.

Winchester, L. Bp.

Mildmay of Flete, L.

Askwith, L. [Teller.]

O'Hagan, L.

Reading, M.

Cottesloe, L.

Saltoun, L.

Winchester, M.

Cushendun, L.

Stanmore, L.

Dawnay, L. (V. Downe.)

Teynham, L.

Beauchamp, E.

Fairfax of Cameron, L.

CRIMINAL LAW AMENDMENT BILL.
Amendments reported (according to Order).
Then (Standing Order No. XXXIX having been suspended) Bill read 3a, and passed, and returned to the Commons.
House adjourned at seven o'clock.

WREXHAM GAS ORDER, 1928.
CHESHAM ELECTRICITY (EXTENSION) ORDER, 1928.
BOURNE GAS ORDER. 1928.
DURSLEY GAS (No. 2) ORDER, 1928.
BILSTON GAS ORDER, 1928.
LINCOLN GAS ORDER, 1928.
WORKSOP GAS ORDER, 1928.
BRACKLEY, BUCKINGHAM AND WINSLOW ELECTRICITY ORDER, 1928.
LLANELLY ELECTRICITY (EXTENSION) ORDER, 1928.
NORTHAMPTON ELECTRICITY (EXTENSION) ORDER, 1928.
Report from the Special Orders Committee, That no Petition has been presented praying to be heard against the Special Orders, and that there is nothing in these Orders to which they think it necessary to call the attention of the House: Read, and ordered to lie on the Table.

SHEPPY GAS ORDER, 1928.
Report from the Special Orders Committee, That no Petition has been presented praying to be heard against the Special Order, that they have received and considered a report from the Board of Trade upon the Order, and that there is nothing to which they think it necessary to call the attention of the House: Read, and ordered to lie on the Table.
EAST NOTTINGHAMSHIRE ELECTRICITY ORDER, 1928.
Report from the Special Orders Committee, That they have examined the Special Order as required by the Standing Orders of the House, that Petitions against the Order have been presented by the Butterley Company, Limited, the Bolsover Colliery Company, Limited, and the Mining Association of Great Britain, that they have heard the parties thereon, and that having considered the points referred to in subsection (6) of Standing Order 191, they are of opinion that there ought to be a further inquiry by a Select Committee: Read, and agreed to: The Committee to be proposed by the Committee of Selection.
BRIDLINGTON HARBOUR PROVISIONAL ORDER BILL.
Reported without amendment, and recommitted to a Committee of the Whole House to-morrow.