Under some motives however—whether those of direct {76} self-interest, of private favour, or of antagonistic feeling, matters not here—it is certain that directors are constantly committing their constituents to unwise enterprises; and that they frequently employ unjustifiable means for either eluding or overcoming their opposition. Shareholders occasionally find that their directors have given to Parliament, pledges of extension much exceeding any they were authorised to give; and they are then persuaded that they are bound to endorse the promises made for them by their agents. In some cases, among the misleading statements laid before shareholders to obtain their consent to a new project, will be found an abstract of the earnings of a previously-executed branch to which the proposed one bears some analogy. These earnings are shown (not always without “cooking”) to be tolerably good and improving; and it is argued that the new project, having like prospects, offers a fair investment. Meanwhile, it is not stated that the capital for this previously-executed branch was raised on debentures or by guaranteed shares at a higher rate of interest than the dividend pays; it is not stated that as the capital for this further undertaking will be raised on like terms, the annual interest on debt will swallow up more than the annual revenue; and thus unsuspecting shareholders—some unacquainted with the company’s antecedents, some unable to understand its complicated accounts—give their proxies, or raise their hands, for new works which will tell with disastrous effect on their future dividends. In pursuit of their ends, directors will from time to time go directly in the teeth of established regulations. Where it has been made a rule that proxies shall be issued only by order of a meeting of the proprietors, they will yet issue them without any such order, when by so doing they can steal a march on dissentients. If it suits their purpose, they will occasionally bring forward most important measures without due notice. In stating the amount of the company’s stock which has {77} voted with them on a division, they have been known to include thousands of shares on which a small sum only was paid up, counting them as though fully paid up.