six years and more of his brilliant career his business fell greatly off. It must be added, that though a Nisi Prius advocate should be as good as ever in himself, he is more exposed to the competition of new men, with captivating qualities perhaps of lower arts and that there is a fashion, therefore, in this walk of the profession which passeth away. It is certain that Mr. Garrow passed both Mr. Erskine and Mr. Gibbs the latter for nearly ten years before he retired upon the Bench.

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In 1827 Mr. Scarlett became Attorney General' under the Junction Ministry.of Mr. Canning; he went out early the following year on Lord Goderich's government being removed; and when the Catholic question was carried, early in 1829, the main ground of conflict between the moderate Whigs and the liberal Tories having been removed, he with Lord Rosslyn and one or two other Whigs took office with the Duke of Wellington. This they did with the full approbation of Lord Grey and the other Opposition chiefs. Lord Fitzwilliam had, indeed, considerably earlier opened a communication, unknown to Sir James Scarlett, with the Duke's government, and recommended his being employed as Attorney General.

No admittance of the party to any share of power being possible while George IV. reigned and cherished his marked hatred of his former associates and party, little opposition was given to his government for the rest of 1829 and the early part of 1830. As soon as his death was certain to happen in the course of a few weeks, the Whigs prepared again for battle; and the first session of William IV.'s reign passed in fierce party contests. The result of the general election, at which the illustrious Duke at the head of the government exerted no influence whatever to control the returns, displaced his government, and Sir James Scarlett went out with the rest. Lord Rosslyn, having refused office with the new ministers, also retired; but it is worthy of observation that Sir James held his high station of Attorney General with the stipulation that he was at liberty to vote

It is to be observed that he was sworn into office by the same Lord Eldon who had been so tardy in giving him his silk gown, Lord Eldon having remained in office to give some judgments.

for Parliamentary Reform when it should be propounded. Mr. Brougham's Reform motion, which stood for the day after Sir H. Parnell's was carried against the government, would in all likelihood have turned out the ministers, and then Sir James Scarlett could not well have been overlooked in the new arrangements of office. But the ministers resigning in the morning, the motion was not brought forward. Nevertheless, the new Attorney and Solicitor General took their offices with a notice that if a vacancy or vacancies in any of the chief judgeships took place within a few months, they were not to be offended if Lord Lyndhurst and Sir James Scarlett were promoted over their heads. This is certainly the only favour ever bestowed by the Whig party upon their old and faithful and important ally; and it is one to which his sacrifices and his merits amply entitled him. However, he was much displeased with the Lord Chancellor for appointing Lord Lyndhurst to the Exchequer. He was still more annoyed at the extent, regarded by him as full of danger, to which the Reform plan of the new government proceeded; and, from the 1st of March, when it was brought forward, he was found, with some other Whigs, ranged in opposition to the Whig ministry. Enough has already been said to show how slender the claims of the party upon his adhesion were. But no claim could of course have been allowed to supersede his clear and conscientious opinions upon important points, far removed above the reach of compromise, and never to be settled by mutual concessions for peace and unity's sake. He differed with his former associates on a fundamental question; and if any test be wanted to determine whether that difference was honest or sordid, let it be sought in his whole political life through times past; which exhibits more sacrifices to his principles than that of any other professional man of his eminence, or indeed of any considerable station in the law.

Nothing is more frequent in the heats of faction than such charges of apostasy. Some of us are old enough to remember when Mr. Burke himself received no other name than the turncoat-the renegade - the apostate. He had differed with his party; they had taken a course which he deemed contrary to their principles; he conceived that, abiding by

those principles, he had been abandoned by the Whigs, not they by him. The world, for a while deafened, bewildered, by the clamour which however did not mislead it, suffered this great and good man to be so run down. It now does his memory justice. It now has learnt the lesson, that of all tyranny, the tyranny of party is the most intolerable. It now knows that men are expected to give up every vestige of freedom in word and in thought who join a faction, and that if they once belong to it, they are to be stamped as apostates from their own principles if they only retain the power of thinking for themselves, and are determined to maintain those principles which the faction for some sordid reason thinks proper to abandon or to betray.

ART. VI. — JOINT STOCK COMPANIES REGULATION

ACTS.

An Act for the Registration, Incorporation, and Regulation of Joint Stock Companies (7 & 8 Vict. c. 110.). Royal Assent, 5th Sept. 1844.

An Act for facilitating the winding-up the Affairs of Joint Stock Companies unable to meet their pecuniary Engagements (7 & 8 Vict. c. 111.). Royal Assent, 5th Sept. 1844.

Ir equity and utility, according to the remark of Burke, constitute the only right basis of a law, we apprehend that the statutes, of which the titles are prefixed to this article, stand upon a firm and legitimate foundation. They are, it is true, designed to regulate associations wholly voluntary in their creation, and with which the self-acting part of the community has no compulsory connection. But Joint Stock Companies have from time to time forced themselves upon the attention of the Legislature. The parties interested in their success and injured by their failure are so numerous as to penetrate every quarter of society. The gullibility of the public, and the consequent facilities for the perpetration of frauds by artful concoctors of plausible schemes, have been the

fruitful sources of much public and private distress from the glorious days of the South Sea Bubble to the present time. The great abundance of unemployed or unremunerative capital continues to afford daily encouragement to the formation of joint stock associations, as the expected means of obtaining both an easy and a profitable return for investments. The vast and increasing number, therefore, of such institutions, the enormous aggregate of pecuniary capital embarked in the adventures, and the consequent magnitude of the interests depending on the right conduct and management of Joint Stock Companies, have rendered it an unavoidable duty on the part of the Government to provide some legislative remedy for the mischiefs, which were continually arising, in some instances from the thoughtlessness and ignorance of the public in regard to such subjects, and in others from the carelessness or the dishonesty of the promoters of these undertakings. The Acts under review owe their origin to this state of things; and they were brought into Parliament under the auspices of the Board of Trade. That department of the state has undergone a singular revolution since the days when Gibbon became a lord commissioner of trade and plantations, and remarked that "the fancy of an hostile orator might paint in the strong colours of ridicule the perpetual virtual adjournment, and the unbroken sitting vacation of the Board of Trade.” The annexation to that office of the extensive public duties connected with the railways is alone sufficient to furnish respec table employment to the Board, while the new duties created by the Joint Stock Companies Registration Act will be a considerable addition to its ordinary labours.

In introducing the subject of Joint Stock Companies to the House of Commons, the Right Honourable President of the Board stated that the evils against which the bills then before the House were intended to operate were of two classes. The first class was occasioned by the formation or concoction of fraudulent or fictitious companies, by which innocent and inexperienced persons were induced, by a show of respectable names as the patrons or promoters of an undertaking, to advance money in aid of schemes and purposes which could end in nothing but great or ruinous loss. The second

class of evils which the bills were intended to obviate, arose from the formation of companies not founded in deliberate fraud or dishonesty, but so badly constituted and unwisely conceived as to be equally productive of disappointment and ruin with those of baser origin. In this state of things the purpose of the Government was to place such restrictions and limitations on the formation of joint stock companies, as, without unduly discouraging honest and bonâ fide undertakings, or imposing unreasonable burdens or restraints upon the promoters, would create a barrier against the frauds, which the public at large were unable to detect under the guise of the plausible prospectuses and advertisements issued by objectionable associations. It was also desirable, that, while a check was given to mere bubble companies, the privileges, intended to be conferred upon joint stock associations affected by the measures in contemplation, should not operate as an indiscriminate encouragement to the formation of public companies.

With these views, the preamble of the Registration Act recites that it is expedient to make provision for the resigtration of Joint Stock Companies during the formation and subsistence thereof; and also, after the complete registration. provided by the Act, to invest such companies with the qualities and incidents of corporations, with some modifications, and subject to certain conditions and regulations; and also to prevent the establishment of any companies which shall not be duly constituted and regulated according to the Act.

The second Act recites in its preamble that "it is expedient to extend the remedies of creditors against the property of Joint Stock Companies when unable to meet their pecuniary engagements, and to facilitate the winding-up of their concerns; and that it may be for the benefit of the public to make better provision for the discovery of the abuses that may have attended the formation or management of the affairs of any such companies or bodies, and for ascertaining the causes of their failure."

These preambles sufficiently explain the objects and purposes of the new statutes: and we propose to make a few remarks upon them both, chiefly with the design of pointing out the changes effected in the law by the Acts in question