exceptions) and of every material fact known to the directors of promoters. The clause was however considerably cut down by the Select Committee of the House of Lords, and its requirements can now be satisfied without any undue increase in the size of the prospectus. The objection, that the clause preventing the commencement of business and the adoption of contracts before allotment will cause prejudicial delay, would be a serious objection if it were justified; but it may be doubted whether such delay could prejudice a bona fide concern. In the case of a large company there is always a transitional stage during which the company, though fully formed so far as legal requirements go, is practically in a dormant condition, because its capital has not yet been subscribed, the officers have not yet been appointed, and the business or property which it has been formed to take over has not yet been effectually acquired. It is scarcely likely, and there is certainly no evidence to show, that a prolongation of this transitional stage until after allotment will be prejudicial. On the other hand the provision which prevents the company from entering into contracts before allotment will practically force the directors to enter into such contracts only as the extent of the public subscriptions justify.

In

It is right however to point out that, while these provisions are on the whole satisfactory, too much must not be expected from them. They will make it more difficult for the promoter to realise an undue profit; they will not by any means prevent his making a profit. The practical effect of the provisions, if they become law, will be watched with much interest. some quarters it is believed that the effect will be to discourage the issue of public prospectuses, and to drive the promoter to make his profit in other ways. Those who take this view point to the results which have been experienced in Germany from an increased rigour in the conditions imposed by the law on the formation of companies. These results are explained by Dr. Ernest Schuster in an able and interesting memorandum prepared by him for Lord Davey's Committee, and in the evidence given by him before the Committee. It seems that formerly German promoters made their profits, as British promoters do now, by selling property to a company at an inflated price, and then offering the shares to the public at par. The reforms introduced into the German law involve stringent investigations and valuations upon the formation of a company, and the result is that now the promoter sells his property to the company at a fair price, and makes his profit by subsequently selling the shares at a premium. It may be anticipated that if the effect of the reforms as to promotion proposed in the present

Government Bill have the effect of discouraging the issue of prospectuses, similar results will follow. The investor or speculator will not apply for shares, but will purchase at a premium in the market. The rash speculator will not be much more protected than he is at present. He will be the victim, not of the adroit framer of prospectuses, but of the outside broker. It may be, however, that the more sober-minded investor will be in a safer position. For, such a man a purchase of shares involves, as a rule, resort to a stockbroker. It is no flattery to the stockbrokers to suppose that most investors will find it safer to trust a stockbroker than to rely on a prospectus.

There are several provisions of minor importance in the Government Bill. There is a valuable clause legalising, under certain safeguards, the application of capital moneys in paying commissions for underwriting or procuring subscriptions for shares. Hitherto there has been a doubt as to the legality of applying capital for the purpose. There can be no objection to the payment of reasonable underwriting commissions, if only they are not paid secretly; but the effect of the doubtful condition of the law has been that underwriting commissions have usually been paid by the promoter, ostensibly out of his own moneys, and that he has recouped himself by secretly adding to his purchase money, as a further 'load,' the amount of the commission. The new clause, while necessitating disclosure, will recognise the legality of a practice which, under disguises, has been all but universal. The Bill also contains clauses enabling the holders of one tenth of the capital to force the directors to convene a general meeting of the company, and making it necessary for every company to elect an auditor. These clauses reproduce provisions which are almost always to be found in the articles of association of respectable companies. There is a useful clause enabling creditors of the company to apply to the Court in a voluntary liquidation, without going through the costly process of presenting a winding-up petition; and another clause increases the power, already possessed in some measure by the Registrar of JointStock Companies, of putting an end to the existence of companies which, though practically defunct, have not been formally dissolved. The ingenious persons who devote themselves to finding means of evading the provisions of the Companies Acts will be interested in a clause dealing with companies limited by guarantee. In companies of this class the members do not hold shares, but merely guarantee certain payments in case of liquidation. Incorporation in this form is useful in the case of

clubs and charitable institutions. Some years ago a plan was invented by which companies of this class, by adopting special regulations, turned themselves into share companies without becoming subject to various restrictions which affect share companies. This plan was thwarted by the Board of Trade, who refused to recognise it as valid; but it is doubtful whether this refusal was justified in point of law. The clause in question will, in effect, sanction the view taken by the Board of Trade.* It is to be hoped that the Bill in its final shape will make it clear whether the prospectus clause' is to apply to the case of a prospectus issued, not by the company, but by persons who wish to make a market for the shares. There also seems to be a doubt how far the application of the Bill to unlimited companies is intentional.

The Government Bill may be regarded as, on the whole, satisfactory. It is the outcome of the deliberations of an experienced Departmental Committee. It has been fully considered, and, by omissions, improved by a Select Committee of the House of Lords. Its provisions are not revolutionary. It will not necessarily protect fools from their folly, nor will it always deter rogues from roguery. It will however place a few obstacles in the way of the dishonest promoter; and companies will, if the Bill is passed, be obliged to disclose certain mortgages and charges which they have the privilege, denied to individuals, of creating. But the highest compliment that can be paid to those responsible for the Bill as it stands is the recognition of the fact that it contains nothing that can hamper legitimate commerce.

*The Bill contains clauses of some importance remedying errors of drafting in the Pharmacy Acts and the Medical Acts. If the Bill is passed it will be no longer possible for unqualified practitioners to evade these Acts by trading under cover of a company. These clauses have however, in strictness, nothing to do with Company Law as such.

ART. VII.-JOHN RUSKIN.

1. Ruskin and the Religion of Beauty. Translated from the French of Robert de la Sizeranne by the Countess of Galloway. London: George Allen, 1899.

2. The Art- Teaching of John Ruskin. By W. G. Collingwood, M.A. Cheaper issue. London: Rivingtons, 1900.

3. John Ruskin, Social Reformer. By J. A. Hobson. Second edition. London: James Nisbet, 1899.

4. Tennyson, Ruskin, Mill, and other literary estimates. By Frederic Harrison. London: Macmillan, 1899.

THE

On

HE last of the prophets is gone. The most eloquent of all the voices which have stirred the heart of England during the century now drawing to a close has passed into silence. The great life is over, and John Ruskin sleeps in the quiet churchyard on the shores of Coniston Water, among the mountains that were his home and his daily delight. all sides we mourn for him to-day; in all lands the same expressions of respect and honour are heard, alike in France, where the 'glorious old man' numbers some of his most devoted admirers; in Germany, where Professor Begas has lately paid a splendid tribute to his memory; in Italy, which owes him so large a debt of gratitude; and in the New World, where his works are studied by an ever-increasing multitude of readers. Here at home the soul of the nation has been deeply moved, and generous amends have been made for any neglect or injustice that may have been done him in the past. A year or two ago Count Tolstoi remarked that he himself thought Ruskin the greatest of his contemporaries, but that he was pained to find how few Englishmen agreed with him. No man, he added, is a prophet in his own country; and the greatest men are seldom recognised, for the very reason that they are in advance of their age and that their countrymen are therefore unable to understand them. Certainly no living writer has provoked more scorn and ridicule, or been more fiercely assailed, than Ruskin. But if he was the best-abused, he was also the best-praised man in England. To-day the strife of tongues is hushed, and all hearts go out to him in love and reverence. We recall the vast treasure of beautiful and inspiring thought which he has left us, the charm of the voice that we shall never hear again. If for many years of his long life he seemed to himself and others a lonely prophet crying in the wilderness, now as we look round we begin to realise how

the words which he flung on the winds have sprung up and borne fruit in a hundred new and unexpected forms.

The excellent biography published a few years ago by Mr. Collingwood, and the charming recollections given us by Ruskin himself in the pages of 'Præterita,' have already made us familiar with the chief outlines of his life. Before long a full and authoritative record is to appear, which will include Ruskin's letters to his parents--a correspondence of priceless value and interest. This being the case, we will not attempt to repeat the story of his life, but will endeavour to give our readers a brief estimate of his work as teacher, art-critic, moralist, and social reformer.

The four works at the head of these pages illustrate the wide range of Ruskin's teaching, while they bear witness to the farreaching effects of his influence. First of all, we have a lively and picturesque study of the great Englishman's life and work from the pen of a distinguished French critic. M. de la Sizeranne's intimate acquaintance with English art is well known, and the deep impression which Ruskin's writings have made upon him is evident on every page of this book, which, having been widely read in France, has now been admirably translated into English by Lady Galloway. His judgment is the more valuable because it is that of a foreigner, and because he has inherited both the classical traditions and the keenly critical faculty of his race. The three other writers have each of them dealt with a separate aspect of Ruskin's teaching. Mr. Collingwood, a faithful friend and follower of the great man whose loss we lament, has drawn up a clear and concise statement of the fundamental principles of Ruskin's art-teaching, which is especially to be commended to students who are anxious to arrive at an exact understanding of his doctrines and of the real unity of design underlying his somewhat discursive criticism. Mr. Hobson, on the other hand, treats exclusively of Ruskin's social teaching. He describes the process of thought by which Ruskin was led to leave art for social reform, and gives an exhaustive analysis of his views on political economy, as well as a very interesting account of the different industrial experiments which he initiated or encouraged with Quixotic generosity, and to which he devoted so large a proportion of his time and fortune. Mr. Hobson frankly admits the fallacy of some of Ruskin's theories and his failure to solve many of the problems with which he was confronted, but justifies his claim to rank as the foremost social reformer of his age, 'not merely because he has told the largest number of important truths upon the largest variety of vital matters, in