the primeval pig-stealer are useful members of society. These misguided persons at least risked their personal safety; your company promoter does nothing of the kind. From first to last, whether you consider the motives of his action, the methods he adopts, or the results he achieves, sordid, unenlightened, immoral desire of gain is all he represents; that is why he at least does not stand for the principle of individual effort in the world. It is his business to debauch it. That he must have abilities, powers of organization, financial genius if you like, is undoubted; but it is the ends to which these are applied, and the motives that call them into action, that determine their worth to the world. He is not in the position of the honest broker who brings a willing buyer and seller together in consideration of a stated commission, without any inducement to pervert truth on one side or the other. What does he know about pot-making, for example; and what does he care? The public are not desirous of becoming proprietors save the mark!-of a potmaking business. Yet here, for nothing at all, for no public need, certainly not for any public benefit, is a man whose sole ocupation is to transform enterprises of private endeavor, that will stand or fall by the honesty of that endeavor, into so-called companies, owned by a body of incoherent shareholders, who shall have the chief interest in its success, yet the smallest voice in its conduct. To accomplish this he gets the sale-price fixed at the smallest sum possible, and fixes the purchaseprice to the public at the highest there is hopes of obtaining. Out of the mysterious difference, which never appears on the face of the contracts, he and the unholy ring of moneyed men for whom. he perhaps acts, derive their gains, and these gains are the sole object of his activities, undertaken from no call of public need or benefit, but rather in a large number of cases with the knowledge that the public will be deceived. Surely a more pernicious pursuit never fixed itself on the vitals of commerce.

Just consider for a little in greater detail the operations of this Company

Promoter, for the occupation has so settled itself in commercial affairs that question no longer arises even on the elementary ground whether it is an honest one. What qualifications would naturally be looked for in the man who pursues it? The greater part of humanity can really give a reason for following their particular callings, can indicate why they have chosen their special one and not another, and on the whole can fairly well justify their choice by results; so much so that a man in most cases finds a difficulty in making a change. But this business of company promoter, what is it in itself, and what special quality does it call for? The more closely you examine it the more clear does it become that the distinctive characteristic is a faculty for playing upon the gullibleness and cupidity of the public. The company promoter has the most unbounded belief in the capacity of the world for being cheated by schemes that appear to offer it some advantage, and he has a conviction quite as profound that he can operate upon this to his own profit. Now, these are precisely the qualities that have distinguished the charlatan in all ages. But mark the change that has come over the world. Before the days of limited liability the charlatan had boldly to commit himself to his personal venture at his own risk, and if found out, incurred the danger of having his ears cut off, or being pilloried, or in later and mistakenly milder times solemnly prosecuted at law. There is plenty of this kind of cheat abroad still, though his methods are characteristically modern. He uses the newspapers, and advertises to sell you a gold watch for thirty shillings if you will write to him; or in return for six stamps he will send you an article which will enable you to earn a good living, said article being a needle or a steel pen, according to the sex of the applicant. These practitioners are the lower branches of the profession, whose ambitions have not yet soared to the possibilities of company promoting, and who have still warily to dodge the law. But look now at the company-monger, who is panoplied by

a splendid body of company-law, and can command the aid to any extent of legal talent to keep him on the right side of its technicalities. What is his principal weapon? A prospectus. Give him but two sheets of paper and a subject-matter with possibilities, and he will turn you out a document so cunningly contrived to move the cupidity of human nature, and yet withal so apparently formal in its statements and figures, that the average man must have lost much money in many companies to be able to withstand it, or lay his finger on its unveracities. The man at the fair who appears to drop three halfcrowns into a purse and offers you the lot for a shilling, is careful always not to say explicitly that he is selling seven and sixpence; but he makes you suppose it, which serves his purpose equally well. It is not an easy thing to appear to drop three half-crowns into a purse coram publico while in fact you drop three pennies; and it ought not to be an easy thing to persuade the crowd that you can afford to sell seven and sixpence for a shilling, even with the aid of the legend of the benevolent old gentleman who, having no relations, commissioned you to distribute gifts in this way: but both things are in fact easy, and it is precisely the same elements that go to the making of a successful prospectus. The three halfcrowns are the calculated dividends reckoned out in real printed figures; the shilling that buys them is the onepound share; and the benevolent old gentleman is represented by the vendors, who really do not know how to get rid of their splendid business otherwise than by practically making a present of it to the public. The gentleman who appears to drop the three halfcrowns into the purse is the company promoter, easily recognizable now as in essence a charlatan, for his aims are the same and his methods similar. For, let us repeat, in the vast majority of cases of company making, he is not called in by the necessities or demands of commerce; there is no clamor on the part of the public to become proprietors of pots, pickles, soaps, trouser-buttons, and so forth; nor any good reason why

a business hitherto conducted on the world-old principle of private reward for private endeavor should be turned into an invertebrate company. The promoter is merely a speculator, or the agent of a body of speculators, whose sole aim is to make sums of money for their personal advantage out of the process of conversion. The pretention to benefit the public as shareholders is the merest humbug; for, as Smith the potmaker aptly remarked on an earlier page, no man will take the trouble to cross the street in order to put another man in the way of obtaining five shillings. Benevolence, alas! is the most suspected of all the virtues; and prospectus-benevolence to an anonymous public ought to be beyond the scope of credibility. The company promoter knows very well, however, that it is not so, but that on the contrary it is the most powerful means known for extracting money from the public pocket. Have we not shown, as promised, that on the whole the highwayman was the better man?

Besides the allurements in the body of the prospectus, the promoter takes care to provide a bait in the names of the Chairman and Directors. Those he buys. The statement seems strong, but the times give it proof once more. Manifestly it is an enormous advantage to Smith's Enamel Pot Company Limited to have as its Chairman a gentleman, M.P., or J.P., or, failing anything better, F.R.S. (M.A.'s have no quotable value in the promoter's price-list), whose name and title appear to the public as a guarantee of respectability. It shows confidence, as the gentleman. in the restaurant remarks when he invites you to intrust your pocket-book to his keeping. Needless to say, a man in the position of a successful company promoter has ever about him a crowd of hangers-on, sycophants, and needy respectable persons, persons even who are neither needy nor respectable, but all of them without exception avaricious of gain. These he can command and purchase by interest. He makes them partners in the conspiracy, and buys their complicity by the very bribes they are so unblushingly eager to ac

cept, making them bribes no longer but the price of dishonor, almost the dirtiest money a man can touch. He knows his public, this company promoter, and he knows his men. He has climbed to that height of cynicism credited to Sir Robert Walpole, who opined of the Members of Parliament of his time that "every man has his price." Mr. Promoter, you may be sure, buys his men as cheaply as possible, and has a carefully graduated list of quotations. Earls are never what might be called cheap, but at the other end J.P.'s are in plentiful supply, and ordinary Esquires a drug in the market. Leave us not, they cry, in the cold shades of mere shareholders with only the chance of a premium on re-sale; or if you must do that, if there is no room for us anywhere, at least mark our applicationforms for preference. Oh, company promoter, what a tale you will have to tell in the world to come!—that is, if it be considered worth the while to question you. When squeezed out of you by a power far beyond that of an Examiner in Bankruptcy or Official Receiver, and tested not by company law, but by the ancient edicts of truth and honesty, what a show the story will make, to be sure! But that consideration is unnecessarily offensive in a workaday world which looks for its company as it looks for its breakfast, but takes its morality with the infrequency of a Turkish bath. So we pass on to ask the invertebrate shareholding public why, notwithstanding many warnings, it does not become suspicious of the anxiety of Lord This and Sir That, and all those other official and respectable persons, to serve it in the capacity of chairmen and directors of the concerns it is about to purchase so dearly? to serve, too, for fees which do not represent any great inducement to persons in their position. You may see the true reasons once more in the newspapers, if you did not know them before. You may read all about those blocks of shares, mysterious checks, and hugger-mugger transfers to nominees; you may follow it all and observe how smoothly runs the new machine under the gentle lubrication of palm-oil. It

is all designed to give you confidence, to prove to you how honest an undertaking this conversion into company for your benefit is. Does not your broker recommend it, whose business is not to recommend at all, but to stand between buyer and seller and establish a fair price? Why should he so far depart from the recognized etiquette of his calling as to positively recommend the shares to you, and counsel you to use a form stamped with the name of his firm? Can he, too, have some inducement in the form of commission on all he "places"? Very likely; indeed, very certainly. And the jobber in the House," too, will have been induced to "make a market" in the shares by the present of a considerable quantity at a cheap price. And the gentleman of the press, also; the venal gentleman who represents an honorable press, or the venal gentleman who represents a venal press-whichever it may happen to be, as perchance it may be both he receives his little inducement to be friendly or silent; it is so easy to be silent. Even the press is not bound to expose every wrong, far less to criticize every new company. Therefore, silence is paid for. It has all to be paid for. Mr. Promoter sees to that; and whether the transaction is more correctly described as bribery on the one side or blackmail on the other, where all is hinted and nothing definite save the check that passes, is a problem in casuistry that no legal inquiry can ever settle. Where one party is willing and the other anxious, the question as to which side the suggestion comes from is really of no consequence. They jumped to each other with the perfect sympathy of rogues, is all that need be said. press may be trusted to see to the cleansing of its own house; but certain it is that Mr. Promoter by no means looks upon it as the pure, free, impeccable exemplar of untarnishable honor that we so often hear it asserted to be. Its austere virtue by no means frightens him. He regards it as no great abstract of sentiment, but goes straight for a City editor, and sometimes bags him.

The

We might follow the influence of the promoter into the inner ring of company-manipulators and observe the unabashed cynicism with which gainpersonal gain-is set up as their sole object; the distrust with which the members of the promoting-syndicate regard the arch-promoter and each other, interpreting each other's intentions by their own, and ever watchful lest some one of them plan a secret stroke to their detriment and his own benefit. Seeing that the creation of wealth is not their purpose at all, but the transference to their possession of wealth previously created, all means which can aid that purpose are made use of as part of the game. This game of finance is on precisely the same footing as the betting-ring and the roulettetable. By common consent the ordinary considerations of honor are suspended, and each person is fair game for all the others. After the promoters of the company have lifted their spoils and made off to other ventures, come the directors, and they, in a large proportion of cases, are scarce other than share-jobbers. Acquainted at first hand, long before the shareholders whose interests they are there to protect, with the changes and developments of the concern, they reckon on the effects of these on the market price of the shares, and operate accordingly. It is but a step to framing announcements with a view to these changes, suppressing, postponing, or exaggerating, while in a common understanding, maybe not explicit, but none the less effective, they job in and out with the fluctuations they foresee and even attempt to create, solicitous of their own interests first, and ever jealous lest one of them succeed in getting the better of the others.

To return once more to the effect of all this upon the commerce of the nation, so laboriously built up through long centuries by personal endeavor, stimulated and purified by parallel endeavor, let us see what the promoter and his friends have done when their company is fairly formed and launched. In the first place, they have replaced at personal capital that stood at risk, care

fully guarded by the direct action of the owner, with a share-capital contributed by a chaotic body of individuals who practically have no control over it. In theory they are the proprietors, and can unseat their so-called representatives the directors; in practice they only succeed in doing so in extreme cases. The place of the old personal enterprise and initiative is taken by a board, by no means always chosen for their knowledge of the particular business in which the company is engaged. Responsibility, which touches the individual to great issues, is distributed over say six persons, and each represents far less than an effective sixth of what is necessary for initiative in difficulty or new ventures. Similarly, the supervision of the individual owner, whose all is at stake, is watered down into the time-serving dispositions of a manager, who is without the power of personal initiative, and is there to please his board of directors. For the direct personal reward which the old proprietor received from the growing success of his business, you get dividends to be paid to an impersonal and ever-changing body of shareholders. Properly speaking, the business of the company is not owned at all; it is the flabby carcass of a once firmly centred organism, a body without volition, a brain without intellect. It has no stamp or assurance about it of any worthy human effort; it lacks personality, and has absolutely nothing round which can grow the pride of distinction, and the honor of well-directed effort. In a word, the company-system now so much in vogue, and extending day by day at the instigation of ignoble schemers, is sapping the foundations of the commerce of the country. It is debauching the fundamental principle that a man's destiny is to prevail by himself and through himself.

Its power of debasement is very far from being limited to the class of case which we selected above. In that instance we took a man who, up to a point, had been an honest and industrious maker of pots, and then, succumbing to the tempting allurements of the company promoter, agreed to become a

party to the sale of his business to the public. Needless to say, the facility with which this conversion was accomplished, the splendid opportunities which its processes afforded for alluring deceptions, and the colossal gains. which it showed might be drawn from the ever-gullible public, did not escape the attention of the man who had no business, or name, or reputation to sell, but saw the way to provide all these things at short notice for the purpose, and in a way sufficiently convincing for a prospectus. Of this class of company the daily newspaper furnishes numberless examples, which save us from the labor of proof or recapitulation. When a man personally directs the production of his wares, gives his name to them, and involves his reputation, whatever may be his desires, he finds it, over the whole, extremely difficult to avoid the test which proves them honest or dishonest wares, and therefore good or bad merchandise. The test is the ultimate and only effective oneproof and use on the part of the public. He may deceive agents and intermediaries for a time with a dishonest article, and by blatant advertisement, tempting discounts, or even direct bribe, succeed in getting his productions foisted on the public; but sooner or later the things themselves come to the trial, dishonesty or inferiority is made clear, fraud revealed, and failure follows. But this class of man has quite a new career opened out to him now: although his wares be such as under the old system he scarce dared offer to the public at all, he can proceed by process of company and get the public to buy his business and undertake the selling of them to themselves. He goes to a promoter who is, of course, of a kind that deals with this particular class of enterprise. Being approached in this instance, instead of soliciting as in the former, the promoter makes quite a different kind of bargain. He pays down He pays down no money, but makes the would-be company man "stand in" to share the spoils if the public are so foolish as to subscribe sufficient to float the company and reward the schemes of these precious scoundrels. In the most advan

NEW SERIES.-VOL. LXVIII., No. 4.

tageous case, they proceed to allotment; a chairman, a board, a broker, a jobber, and a quotation are obtained in the familiar way, all as if the business were an honest one, and all by lawful process and in conformity with the Limited. Liability Company Acts. Before the gloss has worn off the prospectus, before the lying chickens have come home to roost, they have practically done with the company, these vendors, promoters, directors, brokers, and jobbers; they have sucked out of it all that is to be had, and the shareholders are left with some nicely engraved share-certificates, without appeal to law, and scarcely to public sympathy. Caveat emptor, indeed; but from the point of view of public morality and the welfare of the nation, can ever law make this a desirable way of organizing commerce? If the individual dared indulge in any analogous method of procuring money as an individual, he could be personally impugned, and by old-fashioned tests would speedily fall out of honest society as a swindler. But in

the guise of a vendor in respect of a limited liability company, countenanced by a board of directors, a secretary, a share-register, and nicely engraved certificates, he is practically beyond attack, cloaked by company-law, and the usage of limited liability. found himself provided by law, this evil-doer, with a new and promising field of depredation that previously was not open to him, and in his retirement is looked upon as a clever man.

He

To such an extent has this rage for the company form of business pervaded all ranks of society, that there is scarce a linendraper or oilman with a tenyear-old business but harbors the ambition of converting it into a Limited Liability concern, of selling it to the public for a large capital sum, representing far more than the individual labor and intelligence of a lifetime could enable him to accumulate. On the least occasion of plausibility the breasts of respectable private citizens are fired with the possibilities of a company. Lucky numbers, gambling systems, bettingcombinations, even plain swindling, have all suffered in reputation from

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