form of government, while remaining nominally demo. cratic, is substantially so remodelled as to become a miniature of our national constitution. The direction, ceasing to fulfil its theory as a deliberative body whose members possess like powers, falls under the control of some one member of superior cunning, will, or wealth, to whom the majority become so subordinate, that the decision on every question depends on the course he takes. Proprietors, instead of constantly exercising their franchise, allow it to become on all ordinary occasions a dead letter: retiring directors are so habitually reëlected without opposition, and have so great a power of insuring their own election when opposed, that the board becomes practically a close body; and it is only when the misgovernment grows extreme enough to produce a revolutionary agitation among the shareholders, that any change can be effected.

Thus, a mixture of the monarchic, the aristocratic, and the democratic elements, is repeated with such modifica tions only as the circumstances involve. The modes of action, too, are substantially the same: save in this, that the copy outruns the original. Threats of resignation, which ministries hold out in extreme cases, are commonly made by railway-boards to stave off a disagreeable inquiry. By no means regarding themselves as servants of the shareholders, directors rebel against dictation from them; and frequently construe any amendment to their proposals into a vote of want of confidence. At half-yearly meetings, disagreeable criticism and objections are met by the chairman with the remark, that if the shareholders cannot trust his colleagues and himself, they had better choose others. With most, this assumption of offended dignity tells; and, under the fear that the company's interests may suffer from any disturbance, measures quite at variance with the wishes of the proprietary are allowed to be carried.

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The parallel holds yet further. If it be true of national administrations, that those in office count on the support of all public employés; it is not less true of incorporated companies, that the directors are greatly aided by their officials in their struggles with shareholders. If, in times past, there have been ministries who spent public money to secure party ends; there are, in times present, railwayboards who use the funds of the shareholders to defeat the shareholders. Nay, even in detail, the similarity is maintained. Like their prototype, joint-stock companies have their expensive election contests, managed by election committees, employing election agents; they have their canvassing with its sundry illegitimate accompaniments; they have their occasional manufacture of fraudulent votes. And, as a general result, that class-legislation, which has been habitually charged against statesmen, is now habitually displayed in the proceedings of these trading associations: constituted though they are on purely representative principles.

These last assertions will probably surprise not a few. The general public who have little or no direct interest in railway matters-who never see a railway-journal, and who skip the reports of half-yearly meetings that appear in the daily papers-are under the impression that dishonesties akin to those gigantic ones so notorious during the mania, are no longer committed. They do not forget the doings of stags and stock-jobbers and runaway directors. They remember how men-of-straw held shares amounting to £100,000, and even £200,000; how numerous directorates were filled by the same persons—one having a seat at twenty-three boards; how subscription-contracts were made up with signatures bought at 10s. and 4s. each, and porters and errand-boys made themselves liable for £30,000 and £40,000 a-piece. They can narrate how boards kept their books in cipher, made false regis

tries, and refrained from recording their proceedings in minute-books; how in one company, half-a-million of capital was put down to unreal names; how in another, directors bought for account more shares than they issued, and so forced up the price; and how in many others, they repurchased for the company their own shares, paying themselves with the depositors' money.

But, though more or less aware of the iniquities that have been practised, the generality think of them solely as the accompaniments of bubble schemes. More recent enterprises they know to have been bona fide ones, mostly carried out by old-established companies; and knowing this, they do not suspect that in the getting-up of branchfines and extensions, there are chicaneries near akin to those of Capel Court; and quite as disastrous in their ultimate results. Associating the ideas of wealth and respectability, and habitually using respectability as synonymous with morality, it seems to them incredible that many of the large capitalists and men of station who administer railway affairs, should be guilty of indirectly enriching themselves at the expense of their constituents. True, they occasionally meet with a law-report disclosing some enormous fraud; or read a Times leader, characterizing directorial acts in terms that are held libellous. But they regard the cases thus brought to light as entirely exceptional; and under that feeling of loyalty which ever idealizes men in authority, they constantly tend towards the conviction, if not that directors can do no wrong, yet that they are very unlikely to do wrong.

A history of railway management and railway intrigue, however, would quickly undeceive them. In such a history, the doings of projectors and the mysteries of the share-market would occupy less space than the analysis of the multiform dishonesties which have been committed since 1845, and the genesis of that elaborate system of

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tactics by which companies are betrayed into ruinous undertakings that benefit the few at the cost of the many. Such a history would not only have to detail the doings of the personage famed for "making things pleasant; nor would it have merely to add the misdeeds of his col leagues; but it would have to describe the kindred corruptness of other railway administrations. From the published report of an investigation-committee, it would be shown how, not many years since, the directors of one of our lines allotted among themselves 15,000 new shares then at a premium in the market; how to pay the deposits on these shares they used the company's funds; and how one of their number thus accommodated himself in meeting both deposits and calls to the extent of more than £80,000. We should read in it of one railway chairman who, with the secretary's connivance, retained shares exceeding a quarter of a million in amount, intending to claim them as his allotment if they rose to a premium; and who, as they did not do so, left them as unissued shares on the hands of the proprietors, to their vast loss. We should also read in it of directors who made loans to themselves out of the company's floating balances at a low rate of interest, when the market rate was high; and who paid themselves larger salaries than those assigned: entering the difference in an obscure corner of the ledger under the head of "petty disbursements." There would be a description of the manœuvres by which a delinquent board, under impending investigation, gets a favourable committee nominated-" a whitewashing committee." There would be documents showing that the proxies enabling boards to carry contested measures, have in some cases been obtained by garbled statements; and, again, that proxies given for a specific purpose have been used for other purposes. One of our companies would be proved to have projected a line, serving as a feeder, for which it

obtained shareholders by offering a guaranteed dividend which, though understood by the public to be uncondi tional, was really contingent upon a condition not likely to be fulfilled. The managers of another company would be convicted of having carried party measures by the aid of preference-shares standing in the names of station-masters; and of being aided by the proxies of the secretary's children toc young to write.

That the corruptions here glanced at are not merely exceptional evils, but result from some deep-seated vice ramifying throughout our system of railway-government, is sufficiently proved by the simple fact, that notwithstand ing the depreciation of railway-dividends produced by the extension policy, that policy has been year after year continued. Does any tradesman, who, having enlarged his shop, finds a proportionate diminution in his rate of profits, go on, even under the stimulus of competition, making further enlargements at the risk of further diminutions? Does any merchant, however strong his desire to take away an opponent's markets, make successive mortgages on his capital, and pay for each sum thus raised a higher interest than he gains by trading with it? Yet this course, so absurd that no one would insult a private individual by asking him to follow it, is the course which railway-boards, at meeting after meeting, persuade their clients to pursue. Since 1845, when the dividends of our leading lines ranged from 8 to 10 per cent., they have, notwithstanding an ever-growing traffic, fallen from 10 per cent. to 5, from 8 to 4, from 9 to 31; and yet the system of extensions, leases, and guarantees, notoriously the cause of this, has been year by year persevered in. Is there not something needing explanation here—something more than the world is allowed to see? If there be any one to whom the broad fact of obstinate persistence in unprofitable expenditure does not alone carry the conviction that