Hide Articles List

10 articles on this Page

fftonmoutUgntre. .


fftonmoutUgntre. BRITISH IRON COMPANY. The adjourned general meeting of the above com- pany was held at the London Tavern, on Thursday, the 24th inst. John Horsley Palmer, Esq., in the chair. The circular convening the present meeting, and the minutes of the last having been read by the secretary, the Chairman trusted that there would be no neces- sity for trespassing so long upon the time of the pro- prietors as had hitherto been the case; the business they were upon certainly called for great patience and consideration for his part, he was glad these several adjourned meetings had been held, for his sincerest wish was to have the accounts and the management of the directors not merely examined into, but all their motives and proceedings sifted to the very extremity his great object had been to smooth away the difficul- ties with which they had been, and were even now, surrounded, and he could speak as well for the direc- tors as for himself. that their greatest wish had been to keep up the credit of the company there were still elements afloat which, if well managed, might put the affairs of the company upon a better footing. In the course of his speech he took occasion to explain how the firm of which he was a member appeared indebted in the cash account of the report to the amount of 9-25,000 to the company. If the iron account had also been published, it would show that amount balanced by iron orders not then due. It would all be found correctly stated in the books of the company. The benefit of the company had been his only motive, and he trusted that as soon as their affairs were a little settled that an efficient trade directory might be formed, and the business carried on in a proper manner. With respect to the calls, he considered it a moral duty for each proprietor to pay them; the House of Lords had, by what he considered to be a most unjust deci- sion, and which, if other parties were to take the trouble to read over the trial they would think the same, saddled them with payment of a large sum for the Congreaves estate. It* the "united shareholders" had a legal point in their favour, could they with any honour or fairness throw upon him the responsibility of the loss of this lawsuit, when it was by the unaui. mous voice of a full meeting that it was decided to go on with it? Several gentlemen had stated that they had legal advice to justify the steps they had taken in refusing to pay up their calls; lie, for the purpose of satisfying those shareholders who bad paid, had taken the opinion of one that all must allow to he the first in his profession—he alluded to Sir W, Follett, and also of Mr Butt—the latter of whom was the coun- sellor of the company he had asked him to attend this meeting to answer any questions that might be put by the proprietors with respect to the legality of the deeds of the directors, but more particularly as to the lawfulness of the calls. He (the chairman) repeated that what he had done had been solely for the benefit of the proprietors. Let the concern h closed if it was their wish, and he would to the utmost assist them he had certainly felt a little annoyed, when he beard it stated that the loss by Attwood's affair had been occa- sioned by Mr Larpent and himself; the suit wag-carried on by the wish of the proprietors, under good advice, and, having gained a verdict once, with a good pros- pect of another, lie thought the proprietors were fully justified in going on with the action. It would cer- tainly have been better not to have touched law, but have paid Attwood's demand; but it was now no matter if the property were worth it5 or 95,000,000, they were all liable, and the money must be paid. If Mr Gibbs again moves for a committee, let it be one that shall be enabled to sift everything to the bot- tom-let It take no information from the directors, but, if they will, employ proper persons to ascertain the value of their property, so that they might, know how they stand. He hoped that they might come to some arrangement that WOLII(L suit all parties, and con ciuded by stating that every consideration was due to those who could not pay the calls but those who ould, but would not, pay, he thought, even though they acted under legal advice, were bound in honour to provide their share towards clearing off the liabili- ties of the company, On Mr Gibbs rising to bring forward the original motion, which he proposed at the last meeting, he was interrupted by Major Richardson, who affirmed that the original motion, as well as iiis amendment, were withdrawn by mutual consent, on Mr Drainger making his motion for a committee of five from each party, and that the meeting was adjourned to allow the pro- prietors time for consideration, I lon. A long and tedious discussion took pl4ce on this subject, but it was ultimately agreed that illr Cibb's motion should be brought forward, but not without great opposition from Major Richardson, who observed that it would only be taking up the time of the meet- ing, to go again over the same ground that they had done on the former occasion. Mr Wilkinson wiihed that the counsel of the com. pany (Mr Butt) sliowld give his^opinion as to the legality of the calls. Major Richardson thought that Mr Butt had no business in the room, to give any opinion, without the united shareholders" had their counsel present to rebut what he asserted. The Chairman asserted that the directors had aright to liaye tbeir leo;al adviser present. He was entitled as one ,(}f t^e pfneeps of the company. Mr Standish Mott (a barrister) would pot object to hearing Mr Butt, only he knew th^t their legal opi- nions differed, and if Mr Butt gaye his opiriiops he must give his, which would only take up the time of the meeting with a discussion that would prove of no benefit to either party, and, indeed,only provoke angry feelings. He thought they had better proceed to the appointment of the committee, aad see if they could not possibly agree to an arrangement, such as it was supposed they had conceded on a former occasion. It would he the best for all parties if they coifld agree to such a course, for since he was last with them he had been down to the works of the company in Staf- fordshire, and was pren^redj wfyeu the committee was formed, to lay before them suc.h a c^se fts wofjld fully prove to them the necessity of speedily winding up the whole concern, or^of being involved in irreparable ruin. Mr Wilkinson moved that Mr Butt be requested to give his opinion. Mr Hopkinson thought lhat if law were introduced it wonjd occasion much delay in the business of the day, and inconyenien,ce to the proprietors. The Chairman stated, that lie had laId before the counsel the deed and all the directors proceedings, including the calls and issue of promissory notes, and their proceedings against those who were defaulters. All had been pronounced by Sir W. Follett and Mr Butt to be within legal limit. After some further conversation, Mr Wilkinson agreed to withdraw his motion. Mr Gibbs thejj ros, and, after a few observations, proposed the same resolution that lie did at the last meeting-" That nine of the largest shareholders (naming them) should be appointed to investigate the affairs of the company, and report them, with a view to the continuance of the concern, or otherwise," 8tc. There was one thing he must insist upon, which was, that no party should be a member of the committee who had not honourably and justly pail] up his calls. fie had, in the interval between the la.st meeting and this, deeply considered the subject, and was still of the same opinion. The dissentients would, he was sure, delay the decision of the committee, for perhaps twelve months, or even, to gain time, might take the whole party to Staffordshire aud Wales to inspect the works, in order to delay the payment of their calls. As to Mr Attwood he was heartily sick, of liini, and trusted that they should liciir no more about him. The honourable proprietor concluded, by again declaring his conviction,that the business of the committee would never be brought to a satisfactory conclusion, it all the parties were not on an equality with respect to the payment of the calls. Mr Mott was sorry to see such a course persisted in; such a committee could not be said to represent. the whole of the shareholders. The meeting might depend upon it that it would be attended with no beneficial result. The resolution having been seconded, Major Richardson expressed his regret that the meeting had commenced so unpleasantly, and their time occupied by again discussing those points whicti they had before gone into so fully. He could only say with respect to Mr Gibb's committee what he had before advanced, which was, woultl it he fair to appoint a committee of inquiry which would be calculated only to satisfy one half of the proprietors lie in- sisted that those who dissented had the greatest right to be members of it the other parties had stated that they were contented,and consequently did not want it. Those gentlemen who were disposed to adopt a report without reading it, muat feel great confidence in the directors his party had not that confidence, and required an investigation of the accounts and all the deeds of the directors. The honourable proprietor has made use of the expression honourably and justly paid his callsthat he had before, as he thought, sufficiently answered. On his side they contended that the calls were illegal, and, till the contrary was proved, by action at law, they would maintain what they were advised was correct. While this conten- tion was proceeding they were to be shut out of the committee, although he did not hesitate to say that all his party would, if they saw that matters were straight forward, cheerfully come forward to contribute what was due. They were denied the opportunity of doing this by their exclusion from the committee. He would have been glad to see the spirit of conciliation spoken of by the chairman evinced in the nomination of the present committee. But it was not so; it was, on the contrary, an hostile array of one interest against the other. Why was not a proper feeling shown with respect to the weight of both parties- so that they might bring the affairs of the concern to a conclusion, while, as it was evidenced by their own valuations, there was a surplus of £ 400,000? Why did they not take the course best adapted to bring such an un favourable and disastrous business to a conclusion— viz., the appointment of a committee of inquiry pro- perly qualified to do so, and not a packed committee ? The" united shareholders" only wanted justice done them but it appeared they were not likely to receive it upon conciliatory terms. However, they would not he daunted. It was not likely, now that they had spent months in the searching into the affairs, that they would quietly abandon it. On the contrary, he was prepared to say, that although it was only a X5 call that occasioned this present difficulty, they were not likely to give it up even if it should cost them £20. They knew they had a good cause. He moved an amendment to the effect that twenty one shareholders be appointed a committee to investigate and report upon the state of the company's affairs, with a view to its immediate dissolution, &c. An attempt had been made to introduce a learned gentleman forward to vindicate the directors conduct, in making these calls they (the dissentients) did not want to hear the oppo- site parties counsel, as they were satisfied with their own legal advisers, and the other side having paid their calls, were surely assured of their legality what need, then, for counsel's opinion? He knew that every debenture bolder would pay to them, it was only taking the money out of one pocket to put it into the other. He then read a letter from Cant. Sir H. Bailey, which gave him full powers to act in his name, fully coinciding in the opinion of the opposition, and stating it as his opinion that the calls were illegal, as well as the rest of the directors proceedings. The hon proprietor resumed, by stating that they (the dis- sentients) bad been called dishonourable he was sure that no person would call the hon captain dishonour- able, he was too well known for bravery and honour to have such an imputation cast upon him ? he would pledge himself for the equally honourable feelings of the whole of his party, all that they wanted was a fair and impartial committee of inquiry, and then they would do all that was right. Mr Jackson, in seconding the amendment, insisted that the shareholders who had not paid their calls were equally qualified to be on the committee he contended that there had been great extragavance in the manage- ment of the company there were two items that, he thought, were enormous—he alluded to the law expenses, 49-2,000 and £ 87,000. The chairman spoke of a board of trade; had they, then, been so long without any management ?—were Messrs Larpent and Horsley Palmer at the head of the direction as managers, or merely like Gog and Mugogin Guild- hall? If so, this, indeed, required alteration, for if more humble persons had been managers, their ser- vices might have been of more effect, and the liabilities of proprietors ot less extent. Mr Hopkinson, after some remarks repudiating the reflections of dishonesty which had been cast upon the united shareholders," stated, that if they proceeded from squabble to squabble, and from one irritating remark to another, they would he detained all the day, without coming to any ultimate decision. He repre- sented females and officers in her Majesty's service and why did he represent them ? Because they thought that they had, tlnfortllnately, paid money that they were neither honourably or lawfully called upon to pay. If the committee was appointed, and it was a fair committee, composed of both parties, and it asserted that the directors had done their duty, he would, for himself and those whom he represented. bow to its decision but he did not consider Mr Gibb's motion woulcl at all satisfy the proprietors, He strongly objected to the wording of the motion he did not think it sufficiently extensive with respect to the past; it must not only investigate the accounts of last year. but of every preceding year from date of the formation of the company. He, at the last meeting, observed conduct which surprised him-he alluded to the direc- tors voting in a matter which so nearly concerned themselves, and always against any measures proposed by the dissentients for the proper conducting of an inquiry, which, if the directors had acted honestly, they should be the ifrst to wish for. II illegal acts had been committed by the directors, the committee must give a report of them. He had the strongest objec- tions to Mr Gibb's proposed committee, as the mem- bers of it would only be as cats' paws in the hands of the directors. The hon proprietor concluded by going into the accounts, and expatiating on the strange management that they must have had, when it appeared that, when the price of iron was at the lowest, they had the largest profits, and when at the highest price, an actual loss. Mr Gibbs, in reply to some remarks from Major Richardson and Mr Hopkinson, stated, that none of the parties proposed by him for the committee had ever been employed in any capacity by the cqtt'pjjny. Mr Hopkinson made some remarks on Mr H Pal- mer's dealings with the company, expressing his conviction that no person coull] Jeal with himself fairly—in which predicament Mr Palmer stood, being a partner. The Chairman replied that he had used his iufluence in throwing all the foreign orders that he could meet with into the hand* of th,e company he had got them orders lor 10.000 tons of iron per antium, clild, if the proprietors wished, he would withdraw them, and any of the ironmasters would be glad to take them. (Loud cries of No, No ) Mr Everidge (a director) stated that Mr Pititnerlia(i thrown business to the extent of X170,000 into the hands of the company, and never received one shil- ling- for commission. Mr S. Mott stated that, if Major Richardson's amendment were lost, he Cli.piil,(i n:oye another amend- lIJent-" That a committee of ten he appointed, hve from each party." He thought the sooner they closed the concern the better. It appeared that the loss upon its business had been ^55fi,000, and that, out of a capital of t2,000,000, X 1,500,000 had been sunk; he had visited their grand estate at Corngreaves, and he found that which the directors had given £ 300,000 for wai nqt vyqrth as many pence. He then gave an account of his visit to tlie mines, and bjs observations upon the minerals produced, which Jie stated to be but of little value. During*the hon proprietor's speech he 11 u rop ri pp wap Tpiipli ipternjpted by Mr Wilkinson, who was repeatedly called to order by the chairman. A long and angry discussion ensued amidst the greatest con- fusion, which was at last, after many efforts of conci liation by the chairman, ended, by his putting Major Richardson's amendment, which was lost, the dissen- tients not voting in consequence of not having paid their C4118. Major Richardson then put in a protest, and de- manded that it should be read. The chairman was about to comply with his request, but was interrupted by the Solicitor of the company, who advised that the protest should be neither read nor accepted. The greatest confusion ensued, and a long and ngry discussion took place, during which the oiigiual mofion was carried, the number voting for it being36, and against it 3—the dissentients sot yotipg. A ballot was then demanded. The Solicitor explained, that five or more proprie* tors, holding 250 paid up shares, could call for it. Mr Hopkinson stated that he had proxies in his pocket more than sufficient to demand a baliot. I he Solicitor objected to proxies, and affirmed that they had no pnw;;r to call for a ballot; he then read the clause, which, however, seemed to prove that proxies had the power, yet he still insisted on the con- trary. Major Richardson demanded the solicitor's written 11 U Ive, opinion, which he refused to give. At last, after a long conversation, the dissentients procured 245 shares, and the chairman, as the pro- prietors wished to have the ballot made up the right number, by signing his own name, accordingly the ballot was fixed for Wednesday, the 7th July, from twelve to three, at the office of the company, New Broad Street. Mr S. Molt then rose to move his amendment, but was interrupted by loud cries from the directors' party for an "adjournment," which was. amidst the greatest possible confusion, and considerable opposi- tion from Major Richardson's party, carried, and the meeting tumultuously broke up, without auy day being fixed for its future assembling. I u Major Richardson declaring that he would throw the whole into Chancery, and demand a meeting every month, until his party was fairly admitted to a share of the committee of inquiry.—Hlining Journal.




[No title]

®lamorgan0litR. .


[No title]