has obtained his proportion of guaranteed stock, is not obliged to retain his original stock—as, if he doubts the paying character of the new undertaking, he can always sell such of his shares as will suffer from it; it is obvious that he may, if he pleases, become the possessor of preference-shares only; and may so obtain a handsome return for his money at the expense of the Company at large and the small shareholders in particular. How far this policy is pursued we do not pretend to say; though the table given some pages back suggests extensive pursuit of it. All which it here concerns us to notice, is, that directors, being mostly men of large means, and being therefore able to avail themselves of this guaranteed {88} stock, are liable to be swayed by motives different from those of the general proprietary. And that they often are so swayed there cannot be a doubt. Without assuming that any of them deliberately intend to benefit at the cost of their co-proprietors; and believing, as we do, that few of them duly perceive that the protection they will have, is a protection not available by the shareholders at large; we think it is a rational deduction from common experience, that this prospect of compensation often turns the scale in the minds of those who are hesitating, and diminishes the opposition of those who disapprove. Thus, the belief which leads most railway shareholders to place implicit faith in their directors, is an erroneous one. It is not true that there is an identity of interest between the proprietary and its executive. It is not true that the board forms an efficient guard against the intrigues of lawyers, engineers, contractors, and others who profit by railway-making. Contrariwise, its members are not only liable to be drawn from their line of duty by various indirect motives, but by the system of guaranteed shares they are placed under a positive temptation to betray their constituents. * * * * * And now what is the proximate origin of these corruptions? and what is the remedy for them? What error in railway legislation is it that has made possible such complicated chicaneries? Whence arises this facility with which interested persons thrust companies into unwise enterprises? We believe there is a very simple answer to these questions. It is an answer, however, which will at first sight seem quite irrelevant; and we doubt not that the corollary we propose drawing from it, will be forthwith condemned by so-called practical men. Nevertheless, we are not without hope of showing, both that the evils laboured under would be excluded were this corollary recognized, and that recognition of it is not only feasible, but would {89} even open the way out of sundry perplexities in which railway legislation is at present involved.