registered with the registrar of joint stock companies; and no such registration shall be made unless a deed is produced to the registrar, executed by shareholders holding shares of the nominal value of not less than 107. to the amount in the aggregate of at least three-fourths of the proposed increased capital of the company, nor unless it is proved to the registrar, by such acknowledgment and declaration as hereinafter mentioned, that upon each of such shares there has been paid up by the holder thereof an amount of not less than 207. per centum ;" and then comes a penalty for the violation of this rule.

Under the 7th section members of certificated companies are freed from personal liability; and by the 8th section, individual shareholders are to be liable only " to the extent of the portion of their shares respectively in the capital of the company not then paid up."

It

The 9th section contains a very important enactment. enacts, "that if the directors of any such company shall declare and pay any dividend when the company is known by them to be insolvent, or any dividend, the payment of which would to their knowledge render it insolvent, they shall be jointly and severally liable for all the debts of the company then existing, and for all that shall be thereafter contracted, so long as they shall respectively continue in office provided that the amount for which they shall all be so liable shall not exceed the amount. of such dividend; and that if any of the directors shall be absent at the time of making the dividend, or shall object thereto, and shall file their objection (g) in writing with the clerk of the company, they shall be exempted from the said liability." As a specimen of the criticism with which the act has been treated by some of its learned editors, we may be permitted to give a note by Mr. Sweet on this section :—

"(g) This does not refer to absent directors; it is their absence, not their objecting, that exempts them.”

If a note upon a note were not somewhat objectionable, we might be allowed, in the same spirit of criticism, to ask, What does not refer to absent directors? If the learned editor means that sentence in the section where he has placed the reference to his note, we agree with him; but, in that case, we are obliged

to draw a conclusion contradictory to his, viz., that it is their (the directors') objecting, and not their absence, exempts them. We might go on to put the case in the alternative, and we have no doubt we might in the end succeed in making still more confused what is stated in the act itself in very plain and intelligible terms.

By the 13th section, certificated companies are to be wound up, whenever, on taking the yearly accounts of such, or by any report of the auditors thereof, it appears that three-fourths of the subscribed capital stock has been lost or become unavailable in the course of trade, from the insolvency of shareholders, or from any other cause, the trading and business of such company shall forthwith cease, or shall be carried on for the sole purpose of winding up its affairs; and the directors of such company shall forthwith take proper steps for the dissolution of such company, and for the winding up of its affairs, either by petition to the Court of Chancery, or by exercise of the powers of the deed of settlement, or by such other lawful course as they may think most fit.

The only remaining section worthy of particular remark is the 16th, which extends the provisions of the 7 & 8 Vict. c. 110, and the 10 & 11 Vict. c. 78, save in so far as they are varied by this act, to persons and companies applying for or obtaining a certificate of complete registration, with limited liability; and the 17th, which enacts that the Winding-up Acts shall apply to companies under this act. It may also be noticed that the appointment of an auditor in companies formed under the 7 & 8 Vict. c. 110, is subject to the approval of the Board of Trade.

ART. II.-ON THE COMPETENCY OF LOAN-CONTRACTORS TO SIT IN PARLIAMENT.

WR E believe that we shall perform an useful service in

calling attention to the recent decision of the Select Committee of the House of Commons on Baron Rothschild's case. In a constitutional point of view the question is of importance, and the discussion that it has now undergone may probably afford occasion for some legislative enactment. A member of the House of Commons has already given notice of a motion on the subject for the next session. But to such of our readers as delight in the discussion of nice points of law, and in the precise and critical construction of Acts of Parliament, the argument upon the honourable baron's competency—we cannot say to retain his seat, for he has never taken it, but-to retain the right to take it, whenever the religious test which now keeps him below the bar shall have been removed-will afford, if we are not mistaken, considerable gratification. The legal question involved is a somewhat difficult one; the facts peculiar and anomalous in their character; and the highest authorities of the law are rather singularly at variance on the merits of the controversy.

The question as to the vacating of Baron Rothschild's seat was mooted in the House of Commons by Mr. T. Duncombe, the member for Finsbury, who, in the month of June last, moved, pursuant to notice, that a new writ be issued for the city of London in the room of the baron. Upon this motion the Attorney-General proposed as an amendment, that the question should be referred to the consideration of a select committee; at the same time intimating not obscurely his own impression that the paper which had been already laid before the House, and was described therein as "the Contract entered into by Messrs. Rothschild & Co. with her Majesty's Government," fell within the provisions of the Contractors' Act, 22 Geo. 3, cap. 45. In the debate which ensued, Sir F. Thesiger went still further than

Sir A. Cockburn. He considered the case against the baron so clear, that the proper course was for the House at once to issue the writ. Mr. Walpole spoke less positively, but was inclined to the opinion that the seat was vacant. The Solicitor-General, on the other hand, urged that loan contracts had hitherto not been considered to fall within the disqualifying provision, and expressed strong doubts as to the application of the Act to such cases. The House wisely declined to pronounce a judgment offhand upon so dubious a point, and referred the question to a select committee for their opinion. The committee was appointed, consisting of Mr. Walpole (chairman), the Attorney and Solicitor-General, the Lord-Advocate, Lord Hotham, Mr. Disraeli, Mr. George Butt, Mr. Thomas Duncombe, Lord Seymour, Mr. Napier, and Mr. Freshfield. A more competent tribunal, both as regards the lawyers and laymen of whom it was composed, it would have been difficult to select.

After some discussion, the committee found that they could not satisfactorily decide upon Baron Rothschild's rights without hearing the case fully argued on his behalf. They accordingly recommended to the House that he should be allowed to appear before them by his counsel and agents; leave was granted; and Mr. Bramwell (with whom was Mr. Honyman) appeared before the committee. No counsel being heard on the other side, some of the natural inconveniences of an unilateral argument ensued. The lawyers on the committee, whose opinions leaned against the baron, could not be expected to remain altogether passive under Mr. Bramwell's fire. His assumptions on behalf of his client prompted reply from some of those honourable and learned members; and the argument, broken in upon by judicial interpellation, lapsed into a sort of open discussion. The two law officers of the Crown in particular, being divided in their views, gave animation to the debate by pouring in a cross fire of questions and counter-questions. The discussion terminated in the following result. The Solicitor-General moved, "That there was no contract, agreement, or commission between Messrs. Rothschild and Sons, or Baron Lionel de Rothschild and the Commissioners of her Majesty's Treasury, for or on account

of the public service, within the true intent and meaning of the 22 Geo. 3, c. 45." With him voted five members of the committee, viz., Mr. Disraeli, Mr. Thomas Duncombe, Mr. Freshfield, Lord Seymour and the Lord-Advocate. On the side of the noes voted the Attorney-General and Lord Hotham; Mr. Walpole, being chairman, did not vote, but was understood to agree with the minority. Mr. George Butt and Mr. Napier were absent. The learned member for Weymouth, we have some reason to think, would, had he been present, have voted with the noes. Of Mr. Napier's opinion we have no intimation. Such a result, it may be fairly said, leaves the question still, as it stood before, open to considerable doubt. We believe that any of our readers who may take the trouble to investigate it, will find, in the peculiar circumstances of the case, sufficient cause for the perplexity it has occasioned, and the remarkable conflict of opinion which it elicited. We shall endeavour to assist them to a solution of the controversy, by placing what appears to us to be the true bearings of the case in a clear point of view. In order to this, we shall begin by briefly detailing the facts npon which the question arose.

In the month of April last, it was resolved by the Government to raise a sum of 16,000,000l., for the service of the year, by means of a loan. A notice, inviting persons desirous to contract for a loan to attend at the Treasury on a day specified (April 20th), was issued in the usual form by the Chancellor of the Exchequer. On that day Baron Lionel de Rothschild-the only party who appeared to offer for the loan-gave in his tender as follows:

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London, 20th April, 1855. "SIR,-In conformity with the public notice issued by the Treasury, we have the honour of submitting the following offer for the loan of 16,000,000l.

"We agree to take the whole of the 16,000,000l. Three per Cent. Consolidated Annuities, with dividend from the 5th of January last, at par, payable in instalments at the periods stated in the said notice, upon receiving for each 1007. an annuity of 14s. 6d. per cent., terminable in thirty years, to commence from