ing contest. A third time, notwithstanding a professed relinquishment of it, they brought forward substantially the same scheme, and were defeated only by a small majority. The following extracts from the division lists we take from the statement of one of the scrutineers:

To this list, some seven or eight of the Company's tradesmen, similarly armed, might be added; raising the number of the almost factitious shares held by functionaries to about 5,200, and increasing the votes commanded by them, from its present total of 1,068 to upwards of 1,100. If now we separate the £380,000, which these

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gentlemen bring to bear against their brother sharehold ers, into real and nominal, we find that while not quite £120,000 of it is bona fide property invested, the remaining £260,000 is nine parts shadow and one part substance. And thus it results, that by virtue of certain stock actually representing but £26,000, these lawyers, engineers, counsel, conveyancers, contractors, bankers, and others interested in the promotion of new schemes, outweigh more than a quarter of a million of the real capital held by shareholders whom these schemes will injure!

Need we any longer wonder, then, at the persistence of Railway Companies in seemingly reckless competition and ruinous extensions? Is not this obstinate continuance of a policy that has year after year proved disastrous, sufficiently explicable on contemplating the many illegitimate influences at work? Is it not manifest that the small organized party always outmanœuvres the large unorganized one? Consider their respective characters and circumstances. Here are the shareholders diffused throughout the whole kingdom, in towns and country houses; knowing nothing of each other, and too remote to coöperate were they acquainted. Very few of them see a railway journal; not many a daily one; and scarcely any know much of railway politics. Necessarily a fluctuating body, only a small number are familiar with the Company's history-its acts, engagements, policy, management. A great proportion are incompetent to judge of the questions that come before them, and lack decision to act out such judgments as they may form-executors who do not like to take steps involving much responsibility; trustees fearful of interfering with the property under their care, lest possible loss should entail a lawsuit; widows who have never in their lives acted for themselves any affair of moment; maiden ladies, alike nervous and

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innocent of all business knowledge; clergymen whose daily discipline has been little calculated to make them. acute men of the world; retired tradesmen whose retail transactions have given them small ability for grasping large considerations; servants possessed of accumulated savings and cramped notions; with sundry others of like helpless character--all of them rendered more or less conservative by ignorance or timidity, and proportionately inclined to support those in authority. To these should be added the class of temporary shareholders, who, having bought stock on speculation, and knowing that a revolution in the Company is likely to depress prices for a time, have an interest in supporting the board irrespective of the goodness of its policy.

Turn now to those whose efforts are directed to railway expansion. Consider the constant pressure of local interests of small towns, of rural districts, of landowners all of them eager for branch accommodation; all of them with great and definite advantages in view; few of them conscious of the loss those advantages may entail on others. Remember the influence of legislators, prompted, some by their constituents, some by personal aims, and encouraged by the belief that additional railway facilities. are in every case nationally beneficial; and then calculate the extent to which, as stated to Mr. Cardwell's committee, Parliament has "excited and urged forward" Compa nies into rivalry. Observe the temptations under which lawyers are placed-the vast profits accruing to them from every railway contest, whether ending in success or failure; and then imagine the magnitude and subtlety of their extension manoeuvring. Conceive the urgency of the engineering profession; to the richer of whom more railway-making means more wealth; to the mass of whom more railway-making means daily bread. Estimate the capitalist-power of contractors; whose unemployed plant

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brings heavy loss; whose plant when employed brings great gain. Then recollect that to lawyers, engineers, and contractors the getting up and executing of new undertakings is a business- -a business to which every energy is directed; in which long years of practice have given great skill; and to the facilitation of which, all means tolerated by men of the world are thought justifiable.

Finally, consider that the classes interested in carrying out new schemes, are in constant communication, and have every facility for combined action. A great part of them live in London, and most of these have offices at Westminster-in Great George Street, in Parliament Street, clustering round the Legislature. Not only are they thus concentrated-not only are they throughout the year in frequent business intercourse; but during the session they are daily together, in Palace-Yard Hotels, in the lobbies, in the committee-rooms, in the House of Commons itself. Is it any wonder then, that the wide-spread, ill-informed, unorganized body of shareholders, standing severally alone, and each preoccupied with his daily affairs, should be continually outgeneralled by the comparatively small but active, skilful, combined body opposed to them, whose very occupation is at stake in gaining the victory?

"But how about the directors?" it will perhaps be asked. "How can they be parties to these obviously unwise undertakings? They are themselves shareholders: they gain by what benefits the proprietary at large; they lose by what injures it. And if without their consent, or rather their agency, no new scheme can be adopted by the Company, the classes interested in fostering railway enterprise are powerless to do harm."

This belief in the identity of directorial and proprie tary interests, is the fatal error commonly made by shareholders. It is this which, in spite of many bitter expe

riences, leads them to be so careless and so trustful "Their profit is our profit; their loss is our loss; they know more than we do; therefore let us leave the matter to them." Such is the argument which more or less definitely passes through the shareholding mind—an argument of which the premises are vicious, and the inference disastrous. Let us consider it in detail.

Not to dwell upon the disclosures that have in years past been made respecting the share-trafficking of boards, and the large profits realized by it-disclosures which alone suffice to disprove the assumed identity between the interests of directors and proprietary-and taking for granted that little, if any, of this now takes place; let us go on to notice the still-prevailing influences which render this apparent unity of purpose illusive. The immediate interest which directors have in the prosperity of the Company, is often much less than is supposed. Occasionally they possess only the bare qualification of £1,000 worth of stock. In some instances even this is partly nominal. Admitting, however, as we do frankly, that in the great majority of cases the full qualification, and much more than the qualification, is held; yet it must be borne in mind that the indirect advantages which a wealthy member of a board may gain from the prosecution of a new undertaking, will often far outweigh the direct injury it will inflict on him by the depreciation of his shares. A board usually consists, to a considerable extent, of gentlemen residing at different points throughout the tract of country traversed by the railway they control: some of them landowners; some merchants or manufacturers; some owners of mines or shipping. Almost always these are advantaged more or less by a new branch or feeder. Those in close proximity to it, gain either by enhanced value of their lands, or by increased facilities of transit for their commodities. Those at more remote parts of the