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THEE " LIMITED LIABILITY" STEP TO SOUND CREDIT . We must have some years , not only of criticism but of experience in the application of fche Limited Liability Act , before we shall be prepared to appreciate the social revolution which it promises to effect , and which some of its promoters have foreseen , even before they concentrated their attention upon that modes in which
particular study . The various the act can have been applied have been pointed out by critics ; its capacity for bringing forward much dormant capital existing amongst the working classes has been foreseen ; but nothing gives a better idea of the great reform that is comprised in the statute , with all its imperfections , than the pamphlet * of Mr . James , which is given by Messrs .
Butterwobth to the public . Here we have the act , with notes explaining exactly the force and mode of applying each different clause in its order , the relation of the statute to previous statutes , and the classes of joint-stock associations that are brought within its operation , or are excluded from it . By the help of this pamphlet any persons having an interest in the application of the new law—whether in bringing an enterprise in which they are interested under scheme
its provisions , in planning a new , m purchasing shares , in advancing money by way of loan , or otherwise , —can learn exactly in what manner to shape their conduct ; and those who have new projects in view will see whether or not they can render the statute available for their purpose . In short , by the help of these illustrations , one is able to see the act through and through—not a very easy matter . A coach and six may be " driven through an Act of Parliament "and through a fog .
have pointed out , is a ; great step towards-a practical ; definition ; of what shall be " credit' ' for ¦ cornmeareiai purposes ^ and the- means of maintaining : its laws- against violation .. The promoters of the company ate obliged , to make certain declarations , being in fact , the manifesto of their consent to the conditions under which they secure limited : liability ; by thafemanifesto they obtain certain immunities , and give certain pledges for their liability to a limited extent ; in other words , they define the credit to which they have a > right . Under the previous act of 6 th William XV ., chapter 62 , persons making a false declaration are guilty of misdemeanor . The practical effect of the whole arrangement is , that the company which brings forward certain capital for certain purposes shall render that capital liable , but not the persons and properties to whom it belongs ; at the same time , persons trading with the company know exactly the amount of liability ¦ which the shareholders in the company undergo . The whole is so far straightforward and matter of fact , and the question of credit is one between the company and the creditors . If those who obtain credit , with the immunities from further liability , do so by a false declaration , they are guilty of fraud upon the creditor ; and here the offence becomes one , not of bankruptcy but of fraud , and is punishable as an offence against the criminal law . It must be remembered that this law of liability refers only to joint-stock undertakings , in which one person enlarges his credit by uniting with otherSj whose property is staked with his . The statute affecting private partnerships and " sleeping partnerships" was postponed ; but we shall see hereafter how the same principles will guide us through that narrower and more difficult navigation to a straight course towards a sound law of credit , reconciling honesty , regularity , and free trade .
The act is imperfect , and nothing brings out its imperfections more than this detailed examination . It evidently excludes companies not " completely registered" under the Act 7 th and 8 th Victoria , chap . 110 , which would preclude any company formed before the 1 st of November , 1844 , from obtaining the immunity of Limited Liability , although such company may have complied with the 58 th section of the Registration Act , permitting companies then existing to register themselves anew within three months . There
are several other inconsistencies in the measure ; but its great utility consists in laying down two principles . In the first p lace , that any person advancing capital to a jointstock , may be liable with respect to the undertaking of that joint-stock only to the amount of the capital so advanced , so long as , bond fide , he executes no other act than that of advancing tho money . Secondly , thab managers preserve to their liability its
full limitation , so long aa they rigidly observe the rules laid down for them . When they depart from those rules , they become liable to tho extent of the departure . Thus , if dividends be made when tho company has become insolvent , tho director consenting thoreto is liable to the creditors of the company for tho amount paid away improperly in dividends . There is another principle recognised by the act , which , in coniunction with these two that we
• Tho Limited Liability Act ( 18 th and 18 th Victoria , chap . 180 ) : with Introduction and Notes . By J . H . James , of the Middle Temple , Barrister-flf-Law . London Buttorworthe .
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THE PHONETIC SYSTEM . ( To the Editor of the Leader . ") Sin , —In the Leader of the 15 th of September , 1855 , page 896—Reviews— " English : Past and Present "by the Rev . R . C . Trench—the reviewer concludes his criticism on that work thus : — " As regards the lecture on spelling , it will be enough to say it points out in a very able manner the plain disadvantages of the P honetic system , which has now , we believe , in common with other spurious systems invented to save time and trouble , died a natural death . " From the foregoing , the only conclusion I can come to is , that neither Mr . Trench nor his reviewer have taken any trouble to make inquiries respecting the fate of tho Phonetic system by Ellis and Pitman ; and I am very glad to be able to undeceive tlierathe cause is flourishing . There is a considerable annual increase of members to the society , as there is also a groat increase to the publication on tho subject . . Accompanying this is a copy of one of tho quarterly publications ; but there are several others monthly , amongst which I presume tho most important is tho Phonetic Journal , of 30 pp ., large 8 vo , now in its 14 th vol ., printed by J . Pitman , at tho Phonetic Institution , Bath . Tho Phonetic shorthand is tho most perfect system of short-hand yet invented , and is so highly approved of that it is fast superseding all previous systems . Many words in tho latest edition of Webster ' s Dictionary arc epolt phonetically ! and , I rejoice to say , thoro is tho same great progress both in Mesmerism and Phrenology as applied as remedial agents in mental and physical disease , and with the happiest success , and generally without cost to the patient . Tho Zoiat , ono of tho most interesting medical books I over read , ol the same size as tho Reviews , ia now in its 13 th vol . Youra truly , Arthur TrkvbI'Ya . k . Tyneholm , Penoaitland , N . B ., 2 nd October , 1856 .
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ledge and repaid * publicwrong . But the time , wu * »<> fc chosenwith much regard , to dramatib ' propr iety . We have n * r excuse for creaiaiag a ^ Eield-Marshal for any achievement at the Bedan . ; therefore * , we appease our Brevetitofaings by promotingmen who foug-ht , perhaps , at Busacoa . It may be consoling to officers di&tinguished in the present war , that iftheir services are , for the time ,, disparaged by the Horse Guards ,, there is a precedent for 'promoting them in 1895 . Not being familiar with military technicalities , we do not know the exact value of the term " EieldTMarshal . " We surmise that it means the supreme chief who marshals the field . But it is becoming the practice to confer this title only on ornamental officers . Tt would be inconsistent with all propriety for one of our Field-Marshals to assume any command at all ; for two others it would be impossible . Lord Hardingke , we think , has won his laurels ; and no one regrets to see the initials " J \ M . " appended to his name and style in the peerage . He is , at least , an active administrator—a man on the scene , the virtual as well as the nominal head of the British , army . He is something more than a parade officer— -and not quite superannuated . We are not writing at last Wednesday ' s Gazette especially . What we ask our readers to consider , seriously , is this : —that the aristocracy has the public service , with all its appendage of rewards , in its own hands . It employs itself , salaries itself , pensions itself ,. decorates itself ; and , if " new blood' * is now and then admitted , makes it pay heavily , and does not bargain that it shall be of the best . The nation dislikes this system—is disgusted . with the results—begins to question the principle . It sees a group of feathered Field-Marshals — and no Generals' —high rank and poor abilities—florid Gazettes , and equivocal victories . This does not content the public soul . What is the alternative ? Reform the aristocracy ? . aristocracy varies with the men who , in < successive generations , represent it . Place it on a level with other classes ? Then it ceases to be an aristocracy . It can never be influenced ; it can only be destroyed . The public professes to be disgusted with its official system ; but is the public sincere ? Does it rigorously examine the claims of its own favourites ? Are not men sent to Parliament because they are popular among the electors for some reason unconnected with their legislative capacities ? Why is Sir Joseph Paxton the member for Coventry ? Clearly , because his gardens , his gutters , and his Crystal Palace contrivances pleased the Electoral mind . The Electoral mind , therefore , honoured him , and he was commissioned to control the destinies of the Empire . We will not be invidious . The same remark applies to the choice of Mr . Lay . abd , who has done good service in Parliament . But let his constituents ask themselves—would they have elected him , had he not dug up the Nineveh Bull ? Here is the evil . A man becomes popular , no matter on what account , and straightway he is eligible for Parliament . Thus the minority of froo constituencies diminish their own influence , and justify tho retorts of the aristocracy . If these weaknesses prevail among tho middle classes , what wonder that interests j > revail among the aristocracy P While that body retains its position , it is impossible for any Government to stand without conciliating it by patronage . Premiers must have followers ; secretaries of state must have con--nexions . If Palmebston will not govern upon this principle , he must give way to XXbiujx , who will . The weight of Parliament is neceiisftijy ^ and Parliament , though it fills
its sailBiwith public opinion , ia ballasted by thie aristoierftcy . We . hear renewed the cry against the substitution of personal for public interests . We cannot reform , while we have an hereditary political aristoeraey . How long must we have that ?
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9 ear TH M IflAJ E R . [ No . 289 , Satijik&a ^
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Leader (1850-1860), Oct. 6, 1855, page 962, in the Nineteenth-Century Serials Edition (2008; 2018) ncse2.kdl.kcl.ac.uk/periodicals/l/issues/vm2-ncseproduct2109/page/14/
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