tries or the colonies. The trustee may correspond with the parties or representatives of the concern, and receive from them accounts stating the situation of the property, and these may often be found to tally pretty accurately with the corresponding statements in the books kept in this country; and, as is frequently the case, the trustee may send out powers of attorney. It then depends upon the party to whom the power is sent, making the necessary investigations, taking charge of the assets, and controlling the bankrupt partners, by examination into their affairs, and directing realisation and remittances. In the great majority of cases this is found to be an irksome duty, and one so onerous for the representative of any house of respectability who may be employed, that the duty asked to be devolved upon them is very frequently declined, and the whole management and control is thus left in the hands of the partners themselves. It is not surprising that this should be the case in numerous instances where foreign houses are asked to undertake such duties. The British merchants stationed in colonies and foreign countries form so limited a society that all those of respectability are in constant intercourse with each other, and, independent of business matters, frequently meeting in social communion. Men of standing in such circumstances are very much averse to take up actively any powers that may have a tendency to bring them into collision with parties with whom, previous to misfortune, they may have associated in a small community on intimate and friendly terms.

In many cases which have come under the writer's professional notice, he has found the employment of the partners abroad to work well and beneficially, but there are often such interests at stake that this method of winding-up by the bankrupt himself is by no means satisfactory various instances could be given, from his own experience, of the disasters thence resulting.

Now if it is shown that in the practice and experience of one professional man serious losses have occurred in the administration of such bankruptcies, what must be the loss from time to time sustained when the very large ramifications of our foreign and colonial trades are taken into consideration? In the year 1848 the value of the exports of goods from this country to all countries of the world amounted to 52 millions sterling, and in 1860, previous to the beginning of the American war, the exports had swelled to the enormous sum of 135 millions. On the other hand, the imports of all kinds into this country in 1854, when the computed net value of imports began to be published, amounted to 152 millions, and in 1860 had reached to 210 millions. Taking the out-goings and incomings of the country it appears, therefore, that during the year 1860 we were dealing with 345 millions sterling. When the imports to this country fall into the hands of creditors, ample justice is done to parties in foreign countries having claims on the insolvents; but the reverse is often the case when the exports are in the hands of parties in foreign countries. From these figures it must be abundantly evident that from time to time bankruptcies of more or less magni

tude must occur where assets, arising from exports to foreign countries, and belonging to creditors in Great Britain, will be placed in the hands of parties thoroughly independent of the control of the bankrupt laws of this country, and to whom the realisation of these assets will, in the majority of cases, be intrusted. And it seems to be a matter of certainty that cases of insolvency will take place, where the safety of large amounts of property will be involved, and where efficient protection in its administration will be urgently called for. The question then arises, with this magnitude of interests at stake, What are the Legislative remedies requisite to be adopted to bring about a system of management abroad fitted to secure the just interest of the creditors? It may not be easy to answer this question, and the writer does not offer any definite scheme for the solution of the difficulty. But it has been thought that the requisite control might be effected through the representatives abroad of the Colonial and Foreign Offices, rendering their active assistance in case of need on official application from authorised parties in this country representing the creditors, and that such courts in India and the Colonies as should be named by an Order in Council, should be made ancillary to the Courts of Bankruptcy in Great Britain for the purposes of the management, collection and transmission of assets to this country; and in like manner, the Courts of Bankruptcy in Great Britain should be made ancillary to the Colonial Courts for like purposes. Such a measure might accomplish the desired end in our Indian and Colonial possessions. It would leave untouched, however, the question of control and management of the property of insolvents in foreign countries, but when we look around and observe in various countries associations 'similar to our own in active operation, with whom we are in many cases in close correspondence, it is not unreasonable to expect, in the present enlightened administration of commercial questions in most of the foreign nations with which this country deals, that by means of conventions with such States, a plan similar to what is indicated above might be effected.

Suggestions as to the Establishment of Public Registers of Debentures issued by Railway and other Joint-Stock Companies. By JAMES HOPE, Deputy Keeper of the Signet. Ir is provided by the Companies' Clauses Consolidation Acts, 1845, that a register of mortgages and bonds, issued by all Joint-Stock Companies to which these Acts are applicable, shall be kept by the secretaries of the respective companies, and that such register may be perused at all reasonable times by any of the shareholders, or by any mortgagee or bond creditor of the company, or by any person interested in any such mortgage or bond without fee or reward.

This provision has been found insufficient as a protection against the over-issue of debenture bonds by joint-stock companies. The generality of companies are well managed, and their published

accounts may be relied on, but there have been instances where public companies have issued debentures far beyond the amount authorized by statute, by which the public have been defrauded. Some remedial measure is considered necessary, as a protection against such frauds in future.

As an instance of the abuse referred to, reference may be made to the case of the West Hartlepool Harbour and Railway Company. In a Special Report of a Select Committee of the House of Lords, in last session of Parliament, on the management and affairs of this company, it is stated, that the company had power to raise a share capital not exceeding £2,100,000 and that its power of borrowing was fixed at the third part of that amount, equal to £700,000 in the event of the whole share capital being subscribed, and one-half of it paid up; but that, if a less amount of capital should be subscribed, there would necessarily be a proportionate decrease in the amount which the company could legally borrow; supposing they had, in that event, any borrowing power, which was doubtful. The amount of share capital actually subscribed at 31st December, 1861, is stated in the Report to have been £1,011,671, the third part of which, representing the borrowing power, was only £337,224; yet, up to the 31st December, 1861, the company had issued debenture bonds and debenture stock to the amount of £2,721,722. The company, as stated in the Report, had exceeded their borrowing powers to the amount of more than £2,380,000.

The Committee of the House of Lords reported that, "It would be expedient to devise farther legislative measures for the purpose of restricting boards of directors within the legal limits of their Acts of Parliament, and for the protection of the interests of innocent creditors and shareholders;" and it is considered that the establishment of public registers, in which it shall be imperative to register all debentures and debenture stock issued by joint-stock companies, and all discharges thereof, would afford protection against such an abuse and fraudulent exercise of power as is now referred to.

As the purpose of these registers would not be to ascertain the individual debenture holder for the time, but only to provide a check against the issue of debentures beyond the authorised amount, it would only be necessary to register the debenture on its original issue, and the discharge of it when it is paid off. And it should be incumbent on the companies to register all debentures and certificates of debenture stock before they are issued to the public. One difficulty in commencing a system of registration, is that of dealing with the vast amount of debenture debt already contracted by existing companies. It would be impossible to collect and register the existing securities for this debt. And it is proposed, therefore, to require merely a certified return from each company of the amount of debt existing at a certain date, which should be entered in the register as the amount then issued by such company. And that all debentures and certificates of debenture stock issued, and all

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discharges of debt paid off, after that date should be registered, and a certificate of registration put thereon by the registrar. A complete system of registration would thus be gradually introduced, which, in course of time, would embrace all securities issued for debenture debt. The following suggestions are therefore made as to the mode of establishing and carrying out such a system :-—

1. That public registers should be kept in London, Edinburgh, and Dublin, for all companies having their principal offices or place of business in England, Scotland, and Ireland, respectively.

2. That all existing joint-stock companies having debenture debts or stock, should be required to give in to the respective registrars a return duly certified as at a certain date specifying the Acts of Parliament under which they are authorised to borrow money;the amount so authorised,—the amount which the shareholders have authorised to be borrowed by resolutions of general meetings and the dates of such meetings.—and the amount of debenture bonds and debenture stock which has been issued and is then due and outstanding by each company: and, that all existing and future companies should be required to make returns, from time to time, of all Acts hereafter passed authorising the borrowing of money, or effecting any changes in their power of borrowing-the amount authorised to be borrowed-the amount sanctioned at general meetings of the shareholders and the dates of such meetings.

3. That each return be registered in a separate book or part of a book for each company.

4. That it should be incumbent on all companies, after the foresaid certain date, to transmit to the respective registrars, for registration before they are issued, all debentures, and certificates of debenture stock. The registrar to register † these shortly by an entry of the number, date, and amount, with the addition of a registration number and date, and to certify on each the fact and date of registration. A registration fee to be paid for the registration of each debenture or certificate.‡

5. That it be incumbent also on the companies to send in for registration all debentures or other vouchers of debenture loans or stock which are discharged. These will be registered under a separate heading in the book or part of the book applicable to each company.§ The entry will consist, if it applies to debentures or

* See Schedule, Form No. I.

† See Schedule, Form No. II.

It may be objected that the companies should not be required to register the debenture before it is issued, as they in many cases issue the debenture at once in return for the money; but they all know beforehand in whose favour a debenture is to be made out, and if a debenture should be written out and registered, and the transaction after all should not be carried out, the cancelled debenture can be sent to be registered as a discharge.

§ See Schedule, Form No. III.

other vouchers issued prior to the establishment of the register, of the date of lodging the discharge, the number, date, and amount of the documents discharged; and, if it is a registered document, the registered number and amount. A certificate of registration will be put on the discharged debenture or other voucher, and a fee will be payable by the company for each registration.

6. That it shall be the duty of the registrar to sum up the columns of the register as soon as each page is completed, and to strike a yearly balance of the amount of debentures and debenture stock appearing from the register to be in circulation. That it shall also be his duty to decline to register debentures or certificates of debenture stock issued by any company which shall be in excess of the issuing power of such company as appearing from the register.

7. That each company shall make a return yearly to the registrar of the amount of debentures or debenture stock owing or outstanding by each company at a certain date. The registrar to compare the same with his register, and if it differs in amount from what appears from the register to be owing and outstanding, the registrar shall apprise the secretary of the company of such difference, who shall be obliged to rectify or explain any error or discrepancy in the return to the satisfaction of the registrar.

8. It is not proposed that any transfers of debentures shall be registered, nor memorandums or agreements of renewal of any debenture where the original debenture is continued as the securitythe object of registration being to show the amount in circulation, which is not affected by transfers or by a mere postponement of payment.

9. That the registers shall be open for the inspection of the public on payment of a fee of . . . for each inspection, and the registrar shall keep an index by which each company's account in the register may be at once turned up.

The annexed Schedules illustrate the mode in which the register might be kept.