(1) If it appears to the Coal Mines Reorganisation Commission that it is expedient for the purpose of promoting the more economical and efficient working, treating, or disposing of coal that an amalgamation scheme or an absorption scheme, tinder Part I of the Mining Industry Act, 1926 (hereinafter in this section referred to as "the Act of 1926"), should be prepared and submitted with respect to any two or more undertakings consisting of or comprising coal mines, but that the owners of such undertakings entitled under that Act to prepare and submit such a scheme are not prepared to do so, the commissioners shall themselves prepare and submit to the Board of Trade an amalgamation scheme or absorption scheme with respect to those undertakings framed in accordance with the provisions of Part I of the Act of 1926, and for the purposes of that Part of that Act any scheme so prepared and submitted by the Commission shall he deemed to have been prepared and submitted in manner provided by sub-section (1) or (2), as the case may be, of section one of that Act, and that Act shall apply accordingly.
(2) Where a scheme prepared and submitted by the Coal Mines Reorganisation Commission is referred by the Board of Trade to the Railway and Canal Commission under section six of the Act of 1926, the first-mentioned Commission shall be entitled to appear and be heard at any proceedings in connection with the scheme.
|Division No. 191.]||AYES.||[6.45 p.m.|
|Adamson, Rt. Hon. W. (Fife, West)||Bowerman, Rt. Hon. Charles W.||Cove, William G.|
|Adamson, W. M. (Staff., Cannock)||Broad, Francis Alfred||Daggar, George|
|Addison, Rt. Hon. Dr. Christopher||Brockway, A. Fenner||Dallas, George|
|Aitchison, Rt. Hon. Craigle M.||Bromfield, William||Dalton, Hugh|
|Alexander, Rt. Hon. A. V. (Hillsbro')||Bromley, J.||Davies, E. C. (Montgomery)|
|Alpass, J. H.||Brooke, W.||Day, Harry|
|Ammon, Charles George||Brothers, M.||Denman, Hon. R. D.|
|Angell, Norman||Brown, C. W. E. (Notts. Mansfield)||Devlin, Joseph|
|Arnott, John||Brown, Ernest (Leith)||Dudgeon, Major C. R.|
|Aske, Sir Robert||Brown, James (Ayr and Bute)||Dukes, C.|
|Attlee, Clement Richard||Buchanan, G.||Duncan, Charles|
|Ayles, Walter||Burgess, F. G.||Ede, James Chuter|
|Baker, John (Wolverhampton, Bilston)||Burgin, Dr. E. L.||Edmunds, J. E.|
|Baldwin, Oliver (Dudley)||Buxton, C. R. (Yorks. W. R. Elland)||Edwards, C. (Monmouth, Bedwellty)|
|Barnes, Alfred John||Buxton, Rt. Hon. Noel (Norfolk, N.)||Edwards, E. (Morpeth)|
|Batey, Joseph||Caine, Derwent Hall-||Egan, W. H.|
|Beckett, John (Camberwell, Peckham)||Cameron, A. G.||Elmley, Viscount|
|Bellamy, Albert||Cape, Thomas||England, Colonel A.|
|Bonn, Rt. Hon. Wedgwood||Carter, W. (St. Pancras, S. W.)||Evans, Capt. Ernest (Welsh Univer)|
|Benson, G.||Charleton, H. C.||Foot, Isaac|
|Bentham, Dr. Ethel||Chater, Daniel||Forgan, Dr. Robert|
|Bevan, Aneurin (Ebbw vale)||Clarke, J. S.||Freeman, Peter|
|Birkett, W. Norman||Cluse, W. S.||Gardner, B. W. (West Ham, Upton)|
|Blindell, James||Clynes, Rt. Hon. John R.||George, Major G. Lloyd (Pembroke)|
|Bondfield, Rt. Hon. Margaret||Cocks, Frederick Seymour.||Gibbins, Joseph|
|Bowen, J. W.||Compton, Joseph||Gibson, H. M. (Lancs, Mossley)|
(4) Where an amalgamation scheme submitted to the Board of Trade by the owners of two or more undertakings under sub-section (1) of section one of the Act of 1926 is certified by the Coal Mines Reorganisation Commission to be in the national interest, and the owners submitting the scheme represent to the Board that it is unnecessary for the purpose of giving effect to the scheme that it should be confirmed by the Railway and Canal Commission under the Act of 1926, it shall not be necessary for the Board to refer the scheme to the Railway and Canal Commission under that Act, but if the Board certify that the provisions of the scheme as to any debentures or as to the issue of any share or loan capital are reasonably required for the purpose of the amalgamation, sub-section (2) of section five of the Act of 1926 (which grants certain exemptions from stamp duty in respect of schemes confirmed by the Railway and Canal Commission) shall apply in respect of the scheme and of anything done in pursuance thereof as if the scheme had been confirmed by the Railway and Canal Commission.
|Gill, T. H.||Longbottom, A. W.||Samuel, H. W. (Swansea, West)|
|Gillett, George M.||Longden, F.||Sanders, W. S.|
|Gossling, A. G.||Lowth, Thomas||Sawyer, G. F.|
|Gould, F.||Lunn, William||Scott, James|
|Graham, D. M. (Lanark, Hamilton)||Macdonald, Gordon (Ince)||Sexton, James|
|Graham, Rt. Hon. Wm. (Edin., Cent.)||MacDonald, Rt. Hon. J. R. (Seaham)||Shakespeare, Graffrey H.|
|Granville, E.||McElwee, A.||Shaw, Rt. Hon. Thomas (Preston)|
|Gray, Milner||McEntee, v. L.||Shepherd, Arthur Lewis|
|Greenwood, Rt. Hon. A. (Colne)||McKinlay, A.||Sherwood, G. H.|
|Grenfell, D. R. (Glamorgan)||MacLaren, Andrew||Shield, George William|
|Griffith, F. Kingsley (Middlesbro' W.)||Maclean, Nell (Glasgow, Govan)||Shillaker, J. F|
|Griffiths, T. (Monmouth, Pontypool)||MacNeill-Weir, L.||Shinwell, E.|
|Groves, Thomas E.||McShane, John James||Short, Alfred (Wednesbury)|
|Grundy, Thomas W.||Malone, C. L'Estrange (N'thampton)||Simmons, C. J.|
|Hall, F. (York, W. R., Normanton)||Mansfield, W.||Simon, E. D. (Manch'ter, Withington)|
|Hall, G. H. (Merthyr Tydvil)||March, S.||Sinclair, Sir A. (Caithness)|
|Hall, Capt. W. P. (Portsmouth, C.)||Marcus, M.||Sinkinson, George|
|Hamilton, Mary Agnes (Blackburn)||Markham, S. F.||Sitch, Charles H.|
|Hamilton, Sir R. (Orkney & Zetland)||Marley, J.||Smith, Alfred (Sunderland)|
|Harbison, T. J.||Marshall, Fred||Smith, Frank (Nuneaton)|
|Harbord, A.||Mathers, George||Smith, H. B. Lees (Keighley)|
|Hardie, George D.||Matters, L. W.||Smith, Rennie (Penistone)|
|Harris, Percy A.||Maxton, James||Smith, Tom (Pontefract)|
|Hartshorn, Rt. Hon. Vernon||Melville, Sir James||Smith, W. R. (Norwich)|
|Hastings, Dr. Somerville||Messer, Fred||Snell, Harry|
|Haycock, A. W.||Millar, J. D.||Snowden, Thomas (Accrington)|
|Hayday, Arthur||Mills, J. E.||Stamford, Thomas W.|
|Hayes, John Henry||M liner, J.||Stephen, Campbell|
|Henderson, Right Hon. A. (Burnley)||Montague, Frederick||Stewart, J. (St. Rollox)|
|Henderson, Arthur, Junr. (Cardiff, S.)||Morgan, Dr. H. B.||Strachey, E. J. St. Loe|
|Henderson, Thomas (Glasgow)||Morley, Ralph||Strauss, G. R.|
|Henderson, W. W. (Middx., Enfield)||Morris-Jones, Dr. J. H. (Denbigh)||Sullivan, J.|
|Herriotts, J.||Morrison, Herbert (Hackney, South)||Sutton, J. E.|
|Hirst, G. H. (York W. R. Wentworth)||Morrison, Robert C. (Tottenham, N.)||Taylor, R. A. (Lincoln)|
|Hoffman, P. C.||Mort, D. L.||Taylor, W. B. (Norfolk, S. W.)|
|Hollins, A.||Moses, J. J. H.||Thorne, W. (West Ham, Plaistow)|
|Hore-Belisha, Leslie.||Mosley, Sir Oswald (Smethwick)||Thurtle, Ernest|
|Horrabin, J. F.||Muff, G.||Tillett, Ben|
|Hudson, James H. (Huddersfield)||Muggeridge, H. T.||Tinker, John Joseph|
|Hunter, Dr. Joseph||Nathan, Major H. L.||Toole, Joseph|
|Hutchison, Maj.-Gen. Sir R.||Naylor, T. E.||Tout, W. J.|
|Isaacs, George||Newman, Sir R. H. S. D. L. (Exeter)||Townend, A. E.|
|Jenkins, W. (Glamorgan, Neath)||Noel Baker, P. J.||Trevelyan, Rt. Hon. Sir Charles|
|John, William (Rhondda, West)||Oldfield, J. R.||Turner, B.|
|Johnston, Thomas||Oliver, P. M. (Man., Blackley)||Vaughan, D. J.|
|Jones, F. Llewellyn (Flint)||Owen, Major G. (Carnarvon)||Viant, S. P.|
|Jones, Henry Haydn (Merioneth)||Owen, H. F. (Hereford)||Walkden, A. G.|
|Jones, J. J. (West Ham, Silvertown)||Palin, John Henry.||Walker, J.|
|Jones, Morgan (Caerphilly)||Paling, Wilfrid||Wallace, H. W.|
|Jones, T. I. Mardy (Pontypridd)||Palmer, E. T.||Wallhead, Richard C.|
|Jowett, Rt. Hon. F. W.||Perry, S. F.||Watkins, F. C.|
|Jowitt, Rt. Hon. Sir W. A.||Peters, Dr. Sidney John||Watson, W. M. (Dunfermline)|
|Kedward, R. M. (Kent, Ashford)||Pethick-Lawrence, F. W.||Wellock, Wilfred|
|Kelly, W. T.||Phillips, Dr. Marion||Welsh, James (Paisley)|
|Kennedy, Thomas||Pole, Major D. G.||Welsh, James C. (Coatbridge)|
|Kinley, J.||Potts, John S.||Westwood, Joseph|
|Kirkwood, D.||Price, M. P.||Wheatley, Rt. Hon. J.|
|Knight, Holford||Pybus, Percy John||Whiteley, Wilfrid (Birm., Ladywood)|
|Lambert, Rt. Hon. George (S. Molton)||Quibell, D. J. K.||Whiteley, William (Blaydon)|
|Lang, Gordon||Ramsay, T. B. Wilson||Wilkinson, Ellen C.|
|Lansbury, Rt. Hon. George||Rathbone, Eleanor||Williams, David (Swansea, East)|
|Lathan, G.||Raynes, W. R.||Williams, Dr. J. H. (Llaneliy)|
|Law, Albert (Bolton)||Richards, R.||Williams, T. (York, Don Valley)|
|Law, A. (Rosendale)||Richardson, R. (Houghton-le-Spring)||Wilson, C. H. (Sheffield, Attercliffe)|
|Lawrence, Susan||Riley, Ben (Dewsbury)||Wilson, J. (Oldham)|
|Lawrie, Hugh Hartley (Stalybridge)||Riley, F. F. (Stockton-on-Tees)||Wilson, R. J. (Jarrow)|
|Lawson, John James||Ritson, J.||Wise, E. F.|
|Lawther, W. (Barnard Castle)||Roberts, Rt. Hon. F. O. (W. Bromwich)||Wood, Major McKenzie (Banff)|
|Leach, W.||Romeril, H. G.||Wright, W. (Rutherglen)|
|Lee, Frank (Derby, N. E.)||Rosbotham, D. S. T.||Young, R. S. (Islington, North)|
|Lee, Jennie (Lanark, Northern)||Rowson, Guy|
|Lees, J.||Russell, Richard John (Eddisbury)||TELLERS FOR THE AYES.—|
|Lewis, T. (Southampton)||Salter, Dr. Alfred||Mr. B. Smith and Mr. Allen Parkinson.|
|Logan, David Gilbert||Samuel, Rt. Hon. Sir H. (Darwen)|
|Acland-Troyte, Lieut.-Colonel.||Balniel, Lord||Bowyer, Captain Sir George E. W.|
|Albery, Irving James||Bellairs, Commander Carlyon||Boyce, H. L.|
|Allen, Sir J. Sandeman (Liverp'l., W.)||Berry, Sir George||Bracken, B.|
|Amery, Rt. Hon. Leopold C. M. S.||Bevan, S. J. (Holborn)||Briscoe, Richard George|
|Atholl, Duchess of||Birchall, Major Sir John Dearman||Brown, Col. D. C. (N'th'l'd., Hexham)|
|Baldwin, Rt. Hon. Stanley (Bewdley)||Bird, Ernest Roy||Buckingham, Sir H.|
|Balfour, George (Hampstead)||Bourne, Captain Robert Croft||Burton, Colonel H. W.|
|Balfour, Captain H. H. (I. of Thanet)||Bowater, Col. Sir T. Vansittart||Butler, R. A.|
|Cadogan, Major Hon. Edward||Harvey, Major S. E. (Devon, Totnes)||Ross, Major Ronald D.|
|Castle Stewart, Earl of||Haslam, Henry C.||Russell, Alexander West (Tynemouth)|
|Cautley, Sir Henry S.||Heneage, Lieut.-Colonel Arthur P.||Samuel, A. M. (Surrey, Farnham)|
|Cayzer, Sir C. (Chester, City)||Hennessy, Major Sir G. R. J.||Samuel, Samuel (W'dsworth, Putney)|
|Cayzer, Maj. Sir Herbt. R. (Prtsmth, S.)||Hills, Major Rt. Hon. John Waller||Sandeman, Sir N. Stewart|
|Chamberlain, Rt. Hn. Sir J. A. (Birm., W.)||Hope, Sir Harry (Forfar)||Savery, S. S.|
|Christie, J. A.||Howard-Bury, Colonel C. K.||Simms, Major-General J.|
|Cockerill, Brig.-General Sir George||Hudson, Capt. A. U. M. (Hackney, N.)||Sinclair, Col. T. (Queen's U., Belfast)|
|Courtauld, Major J. S.||Hurd, Percy A.||Skelton, A. N.|
|Crookshank, Capt. H. C.||Hurst, Sir Gerald B.||Smith, Louis W. (Sheffield, Hallam)|
|Croom-Johnson, R. P.||James, Lieut.-Colonel Hon. Cuthbert||Smith, R. W. (Aberd'n & Kinc'dine, C.)|
|Culverwell, C. T. (Bristol, West)||Jones, Sir G. W. H. (Stoke New'gton)||Smith-Carington, Neville W.|
|Cunllffe-Lister, Rt. Hon. Sir Philip||King, Commodore Rt. Hon. Henry D.||Smithers, Waldron|
|Dalrymple-White, Lt.-Col. Sir Godfrey||Law, Sir Alfred (Derby, High Peak)||Somerville, D. G. (Willesden, East)|
|Davidson, Rt. Hon. J. (Hertford)||Leighton, Major B. E. P.||Southby, Commander A. R. J.|
|Davies, Dr. Vernon||Lewis, Oswald (Colchester)||Spender-Clay, Colonel H.|
|Davison, Sir W. H. (Kensington, S.)||Llewellin, Major J. J.||Stanley, Maj. Hon. O. (W'morland)|
|Dawson, Sir Philip||Locker-Lampson, Rt. Hon. Godfrey||Steel-Maltland, Rt. Hon. Sir Arthur|
|Duckworth, G. A. V.||McConnell, Sir Joseph||Stewart, W. J. (Belfast, South)|
|Dugdale, Capt. T. L.||Macquisten, F. A.||Sueter, Rear-Admiral M. F.|
|Edmondson, Major A. J.||MacRobert, Rt. Hon. Alexander M.||Thomas, Major L. B. (King's Norton)|
|Elliot, Major Walter E.||Maltland, A. (Kent, Faversham)||Tinne, J. A.|
|Erskine, Lord (Somerset, Weston-s. M.)||Makins, Brigadier-General E.||Titchfield, Major the Marquess of|
|Everard, W. Lindsay||Marjoribanks, E. C.||Todd, Capt. A. J.|
|Falie, Sir Bertram G.||Merriman, Sir F. Boyd||Train, J.|
|Fermoy, Lord||Mitchell, Sir W. Lane (Streatham)||Turton, Robert Hugh|
|Fielden, E. B.||Moore, Sir Newton J. (Richmond)||Vaughan-Morgan, Sir Kenyon|
|Fison, F. G. Clavering||Moore, Lieut.-Colonel T. C. R. (Ayr)||Wallace, Capt. D. E. (Hornsey)|
|Forestier-Walker, Sir L.||Morrison-Bell, Sir Arthur Clive||Ward, Lieut.-Col. Sir A. Lambert|
|Fremantle, Lieut.-Colonel Francis E.||Muirhead, A. J.||Wardlaw-Milne, J. S.|
|Ganzonf, Sir John||Newton, Sir D. G. C. (Cambridge)||Wells, Sydney R.|
|Gault, Lieut.-Col. Andrew Hamilton||Nicholson, Col. Rt. Hn. W. G. (Ptrsf'ld)||Williams, Charles (Devon, Torquay)|
|Gibson, C. G. (Pudsey & Otlcy)||Nield, Rt. Hon. Sir Herbert||Wilson, G. H. A. (Cambridge U.)|
|Glyn, Major R. G. C.||O'Neill. Sir H.||Windsor-Clive, Lieut.-Colonel Georgs|
|Grace, John||Peake, Capt. Osaert||Winterton, Rt. Hon. Earl|
|Graham, Fergus (Cumberland, N.)||Peto, Sir Basil E. (Devon, Barnstaple)||Womersley, W. J.|
|Grattan-Doyle, Sir N.||Pownall, Sir Assheton||Worthington- Evans, Rt. Hon. Sir L.|
|Grenfell, Edward C. (City of London)||Preston, Sir Waller Rueben||Young, Rt. Hon. Sir Hilton|
|Gritten, W. G. Howard||Ramsbotham, H.|
|Guinness, Rt. Hon. Walter E.||Reid, David D. (County Down)||TELLERS FOR THE NOES.—|
|Hacking, Rt. Hon. Douglas H.||Reynolds, Col. Sir James||Sir Frederick Thomson and Sir George Penny.|
|Hanbury, C.||Richardson, Sir P. W. (Sur'y, Ch'te'y)|
|Hartington, Marquess of||Rodd, Rt. Hon. Sir James Rennell|
I am moving this Amendment in order to find out from the President of the Board of Trade what is in his mind in putting this word in the proposed Clause. This is a Bill which applies to the sale of coal, but it does not suggest any means of dealing with coal other than by sale. I am not clear what the right hon. Gentleman wishes to do in granting this permission to promote amalgamations. Does he desire to give power to set up low-temperature carbonisation plant or any other of the various processes for dealing with coal? It seems to me that we are going a long way further than we know and may be putting on the shoulders of the Commission something far greater than was intended. There are a large number of methods of treating coal, but they have not got far beyond the laboratory stage. That being so, a great difficulty arises in the matter of treating coal on a commercial scale, and we should be very careful not to give to the Commis- sion powers, which this seems to suggest. In order to get the matter clear and an explanation from the right hon. Gentleman, I have put down this Amendment to the proposed Clause.
I am afraid I cannot say that there is anything new in my mind on this subject. The words included in this Section are on all-fours with the provisions of the Act of 1926, which, of course, covers the treating of coal as well as its production and other processes. If these words were left out, it would limit the Act of 1926 and make it impossible for these commissioners to prepare a scheme which was directed not only to the production but to the treating of coal, and it would severely limit the commissioners in an important branch of their work. After this explanation, I hope the hon. and gallant Member will not press his Amendment.
The object of these Amendments standing in my name are that as the Clause stands at present it puts power in the hands of those who might defeat the whole object of the Commission, for they can now prepare their scheme and submit it to the Commission, and then the Commission can refuse the scheme. Then they can prepare another one again. They can go on doing that, saying that they are about to prepare one and not preparing one until the whole object of these Clauses, which are intended to bring about compulsory amalgamation, is completely defeated. What I propose here is that the Commission, once they have made up their minds that there should be an amalgamation, should then communicate with the owners and ask them to prepare this scheme. They give the owners time to prepare such a scheme, and, if the owners prepare it, the Commission will consider it, and, if they think fit, adopt it with the necessary modifications. If the owners do not put forward a scheme, then the Commission can do so, and it can go to the Board of Trade and to the Railway and Canal Commission. That is the object the Committee had in view in giving a Second Reading to this Clause, namely, that, if compulsory amalgamation is assented to, then it should be a proper scheme which should be reasonable and practicable and not one which can be defeated by those who can devise ways and means of defeating an Act of Parliament. As it stands at present, the Clause would enable capable people to defeat the very object which the Committee has in view.
It is not easy to follow a proposal to leave out certain words and insert others, but I think I am clear as to what is in the mind of the Mover. I am not very clear, however, as to whether the words he is proposing will give effect to what is in his mind. The intention of the President of the Board of Trade, as I understand it, is that, before the Commission starts preparing a scheme themselves and putting it before the Railway and Canal Commission, they should ask what are the views of the owners and see if the owners or some of them are themselves prepared to work such a scheme. If that is the intention, it is one with which I agree, because obviously it is only common-sense that you should, first of all, ascertain the views of the people whose undertakings are to be amalgamated and find out from them before you start trying to make a scheme, what are their views and whether in their opinion an amalgamation will tie worth while and whether they are prepared to put forward such a scheme. That, I gather, is the intention of the President of the Board of Trade, and the Commission will not frame a scheme until they have first consulted the owners and found out whether they will father a scheme themselves. That is obviously common-sense, and I cannot understand any body of intelligent men proceeding in any other way.
I do not contemplate the possibility of a number of owners putting forward a great many fantastic schemes of amalgamation in which they do not believe and then producing one more fantastic than the other. If we approach this problem of amalgamation in the expectation that everybody is going to do something more fantastic even than what the commissioners are invited to do, we cannot have very much faith in these proposals. I do not believe anybody is likely to put themselves to that trouble. I am not sure however, that, if the President of the Board of Trade accepts the words of the proposed Amendment, it would not be in the power of the Commission to frame a scheme before they had consulted the owners in the first instance. If that would be the effect, it is bad. If all the words of the Amendment do is to re-write in a more convenient form the proposal of the President of the Board of Trade that the owners are to be consulted first and are to express their opinion and to have an opportunity of promoting a scheme before the commissioners get busy, then the most convenient phraseology should be adopted. If, however, there is a difference of substance, I am on the side of the President of the Board of Trade.
There is no difference of substance in this proposal. Quite briefly, as I have explained on previous occasions, amalgamations can proceed under the ordinary company law, or as a purely voluntary act by the owners of the district before bringing this machinery into force. My hon. Friend who has proposed this Amendment has dealt with circumstances under which there might be a suggested scheme by the owners and, as I understand his words, they merely remove doubt in the Government's draft, and, later, by the insertion of a time limit, bring it to more concrete form. For that reason, the Government are prepared to accept these Amendments, and I think there will be no difficulty in the Committee passing them in the amended form.
I beg to move, as an Amendment to the proposed Clause, in line 14, after the first word "Act," to insert the words:
and for the purposes of sub-section (2) (a) of section seven of that Act (which provides, inter alia, that the Railway and Canal Commission shall confirm a scheme if satisfied that it would be in the national interest to do so) confirmation by the Railway and Canal Commission of any scheme prepared by the Coal Mines Reorganisation Commission and submitted to the Board of Trade shall be deemed to be in the national interest.
The Committee will recall, on reference to the first of the new Clauses which we have been discussing, that the Coal Mines Reorganisation Commission is given the discretion to frame schemes subject to a condition, that condition being—
if the amalgamations appear to the Commission to be in the national interest.
Subject to that over-riding condition, the new Commission have, under the Clause which we are now discussing, to place before the Railway and Canal Commission, which, for clarity's sake, I call the tribunal, a scheme for amalgamation under the Mining Industry Act, 1926. It goes to the tribunal by way of the Board of Trade and, when it goes before the tribunal, that tribunal is under a mandatory obligation by para, (a) of Sub-section (2) of Section 7 of the Act to confirm the scheme, if satisfied that it will be in the national interest to do so. My Amendment to the proposed Clause is designed to clarify what appears to me may be a rather odd situation, because, if the matter be left where it stands at the moment without my Amendment, this peculiar situation will arise. First, this Reorganisation Commission, which with so much pomp and circumstance we have at last succeeded in establishing, will sit in solemn conclave to decide that a scheme is in the national interest. It is to be a Commission of men of high standing and great technical ability. The responsibility is reposed on them of determining whether the scheme is in the national interest or not. Having done that and framed the scheme, it comes, under the provisions of the Act of 1926, before the Railway and Canal Commission, and the first question the Railway and Canal Commission have to decide is whether the scheme is in the national interest. There will then be two tribunals deciding what is and what is not in the national interest.
My Amendment is designed to overcome that difficulty and, if passed, the result will be that the decision of the new Reorganisation Commission will be conclusive, and that the tribunal will accept the decision of the new Reorganisation Commission as determining that the scheme is in the national interest under Section 7 (2, a) of the 1926 Act. It is not a very exciting and is possibly a dull Amendment, but I believe it is essential in order to maintain the authority of the Reorganisation Commission that, when it has once determined that a scheme is in the national interest, it shall not be open for any other commission to question that decision.
I have much less doubt about this Amendment to the proposed Clause, because it is certainly much more than a drafting Amendment. I was not sure I understood it until the hon. Gentleman explained it so clearly. It seemed to me either unnecessary or that it took away from the established court, the Railway and Canal Commission, an important discretion. He has explained that his Amendment is to take away a very important jurisdiction from the Railway and Canal Commission. The President of the Board of Trade, in rejecting certain proposals of ours earlier in the evening, defended himself on the ground that the whole structure of his new Clause was to leave in the full powers and the safeguards which found their place in the Act of 1926. Perhaps the most important safeguard of all in the Act of 1926 was the double safeguard that, wherever an amalgamation scheme was put forward, the Railway and Canal Commission, the judicial tribunal which bad to decide the issue, had to be satisfied with two things, namely, that the scheme was in the national interest, and that it was fair and equitable to the parties concerned.
Obviously, that is the case to be tried, and, if it is necessary and desirable to give that jurisdiction to the Railway and Canal Commission in the case of schemes put forward by willing parties, or at any rate where some of the parties are willing, it is doubly important that we should have that safeguard absolutely unrestricted in the hands of the Railway and Canal Commission. When they come to consider any proposals which are being put forward by these commissioners, it may be they are against the opinion of the whole of the parties concerned. In such a case, you will be absolutely ousting the main jurisdiction of the Railway and Canal Commission if you do not allow the parties to lay before them the question whether the proposal of the Commission was in the national interest and was fair. Indeed, if this Amendment to the proposed Clause were carried, you would oust the jurisdiction of the Railway and Canal Commission, and you might just as well leave them out altogether. What this Amendment would do would be to make the commissioners judges in their own cause of the very thing to be tried, which is whether the commissioners' proposals are in the national interest and whether they are fair and equitable. The whole framework of these proposals would be undermined, and all the safeguards upon which the President of the Board of Trade has based himself and defended his plan would go by the board, if you take away the jurisdiction from the Railway and Canal Commission. I hope, therefore, that the President will not accept the Amendment to the proposed Clause.
I find it difficult to appreciate the point which is strictly before the Committee, because, as I explained, these proposals would appear to take away the functions of the Railway and Canal Commission, which make the whole of the structure of the Act of 1926. I will read the actual words which are proposed by the hon. and gallant Gentleman:
For the purposes of Sub-section (2) (a) of Section seven of that Act,… confirmation by the Railway and Canal Commission of any scheme prepared by the Coal Mines Reorganisation Commission and submitted to the Board of Trade shall be deemed to he in the national interest.
That plainly is the function of the Railway and Canal Commission and their duty is to approve on the ground that it is in the national interest and fair and equitable to the parties. This would not happen according to the Amendment to the proposed Clause so far as I can follow it and it appears quite unnecessary.
The Amendment proposes to take away from the jurisdiction of the Railway and Canal Commission one of their principal functions, which is consider whether schemes put before them are in the national interest. The hon. Member for North-East Bethnal Green (Major Nathan) tells us that if this august Commission, which he congratulates himself on being set up, brings a scheme before the Railway and Canal Commission, it is to be deemed to be in the national interest, and no more is to be said about it. We have already heard on the previous Clause that the Liberal party think that these new commissioners are better able than anybody in the industry to decide what is in the interest of the industry. Now in this proposed Clause they want to say that the commissioners are better able to decide than the Railway and Canal Commission what is in the national interest. It is another step towards nationalisation, and it will be instructive to see how far the Liberal party will go in that direction; what divides them from nationalisation now is next to nothing. The new Commission will, in fact, be merely a branch of a Government Department, and therefore we have this new doctrine, that, although we have an independent Court in the Railway and Canal Commission, yet on these questions of vital public interest, the members of the Liberal party would wish to take away from the Court all jurisdiction, and invest the whole authority in what is, in effect, a branch of a Department of the public service. I cannot conceive anybody who believes in individual enterprise possibly voting for the Amendment to the proposed Clause.
I am sorry that I have not made the object of the Amendment to the proposed Clause clear. May I make another attempt? It seems to me essential to preserve the dignity of the Courts of Justice in this country, and I ask the Attorney-General if he will express his view on this matter. Here we have set up by this Bill a Commission consisting of five men, whose first function is to say whether a scheme is or is not in the national interest. That scheme has then to be sent to the Tribunal under the Act of 1926. It is not a scheme prepared under that Act; it is expressly stated in the Bill that it is to be deemed to be prepared under the Act of 1926, which is a different thing. Then it goes before the Tribunal. The Tribunal has to consider a number of matters—whether the scheme is fair and equitable to all the parties concerned, and whether it is in the national interest. In other words, they have to consider exactly the same question which has already been considered and determined by the Commission before the scheme ever goes before the Tribunal at all.
You have on the new Commission five technical men; you have on the Tribunal three eminent lawyers. I would recall to the learned Attorney-General a dictum of the present Lord Chancellor, when as Mr. Justice Sankey, he sat as Chairman of the Railway and Canal Commission in considering just such a case as this under the Mining Industry Act of 1926. In that case, after considering the whole of the evidence—and in another case, too—and when delivering judgment on behalf of the Railway and Canal Commission, he said that this very question of whether or not a scheme is in the national interest is not a suitable subject for a judicial tribunal. His words were:
This is a matter, not for the High Court of Justice, but for the High Court of Parliament.
He expressed some regret that this question, which he considered it was impossible for a judicial tribunal to answer, should have been remitted by the Act of 1926 to the Railway and Canal Commission in its judicial capacity. Here is an opportunity for meeting the criticisms of the Lord Chancellor of the present Government. A technical tribunal set up by the High Court of Parliament should decide whether or not a scheme is in the national interest, and we should relieve the Railway and Canal Commission of the responsibility of making a decision which that Tribunal itself has said is a constitutional question which they regretted should have been remitted to it.
I am glad that the Government have resisted the Amendment to the proposed Clause, for it would have removed all safeguards. These commissioners are, after all, human, and, being human, they will be keen on their work; and, as it will be their business to bring about amalgamations, they will naturally tend to consider an amalgamation to be in the national interest. It is all the more important, therefore, that there should be the safeguard of the Railway and Canal Commission. It will be very interesting, if this Amendment goes to a Division, to see the Liberals vote for nationalisation, and the supporters of the Government vote against nationalisation.
I beg to move, as an Amendment to the proposed Clause, in line 14, at the end, to insert the words:
Provided that no such scheme of amalgamation shall provide, without the consent of the owner of the undertaking, for the separation of the treating and disposing of coal from the working thereof, or, in the case of an undertaking of which the primary object is not coal mining, for the separation from the undertaking of any coal mine worked as ancillary to such primary object.
This afternoon we have been sticking very close to the words of the 1926 Act and as the words of this Amendment to the proposed Clause, which stands in the name of myself and the right hon. Gentleman the Member for Hillhead (Sir B. Home), are taken direct from that Act, I hope that will commend them to the President of the Board of Trade. The new Clause enables the commissioners to prepare and submit either an amalgamation scheme or an absorption scheme. The difference between an amalgamation scheme and an absorption scheme, if we refer to the 1926 Act, appears to be this: an amalgamation scheme is one where all the parties are willing, and an absorption scheme is one where some one or other of the parties is not willing. I am glad to see the learned Attorney-General agreeing with my construction of the law, because such law as I know I learned in his chambers. It seems to me to be a contradiction in terms to have an amalgamation scheme in which all the parties are unwilling proposed at all by these commissioners. If the scheme propounded by the commissioners is an absorption scheme, then these words which I am asking the Committee to insert are unnecessary, because they are already imported, they exist in the 1926 Act. If the scheme be an absorption scheme, then we have this proviso, which I suggest should be included, applied. On the other hand, if the commissioners call the scheme an amalgamation, scheme, this proviso would not apply. Therefore, we
have this position, that although everybody may be unwilling to come into an amalgamation, the commissioners, if they call it an absorption scheme, will have this proviso applying; but if they just call it an amalgamation scheme the proviso will not apply. I suggest, therefore, that it is reasonable to insert this proviso where a scheme is an amalgamation scheme, so as to put the two things on exactly the same footing.
On the merits of this proposal, I want to say this: The object is exactly the reverse of the Amendment on which we had a discussion earlier this afternoon, because the idea here is that it shall not be in the power of the commissioners to split up into its component parts an undertaking already existing which is of a mixed nature. The earlier discussion sought to prevent an undertaking of a mixed nature being brought into a purely coal mining amalgamation. If we are to have a compulsory amalgamation, the commissioners ought not to be in the position of being able to pick and choose the plums of any particular undertaking for amalgamation, or for exclusion from the amalgamation. If you are going to have compulsion, and are saying to a man that he has got to come in, you should be compelled either to take his whole undertaking or not to take it at all.
That is exactly what you can do, as the Bill now stands. The commissioners can propound a partial amalgamation scheme or a partial absorption scheme, taking, we will say, all the by-product plants in a particular district and making them into an absorbed or amalgamated undertaking, and that is exactly what I say should not be done.
That is exactly the case which I am trying to meet. I am saying that in a case such as that of Dorman Long and Company you shall not amalgamate their collieries with collieries which are simply putting coal on the open market. It is perfectly obvious they
could never get on. The object of Dorman Long and Company is to produce and sell their coal as cheap as they can, and the object of an ordinary coalowner is to sell his coal as dear as he can, and an amalgamation of the two would never work. The view which I am putting forward received considerable support, when the Mining Industry Act was being discussed in Committee in 1926, from Members representing mining constituencies who are now on the opposite side of the House. These very words were discussed in Standing Committee. What happened then was that the right hon. Gentleman the ex-Secretary of State for War added to the 1926 Bill an Amendment containing these words, and the hon. Member for Chester-le-Street (Mr. Lawson), who, I am sorry to say, has just left the Committee, said, speaking on the Amendment:
I hope the Government are going to stand by their printed Amendment rather than by the suggested alternative, which allows the owners, if they think fit, to agree to the separation of the treating and the disposing from the working of the coal. Those closely associated with the industry and the conciliation boards and wages boards know that one of the burning questions over the last 20 years has been, not only the selling, but also this question of the treating of coal.
He went on to say:
If the separation of treatment is allowed to go on under the amalgamation schemes, which enlarge the size of the concerns and make them much more effective from our point of view, the net result of the suggested alteration in the Amendment would be to intensify this question of transfer prices rather than to minimise it.
That is exactly what my Amendment to the proposed Clause is going to prevent. It will prevent these commissioners separating the treatment of coal from the working of it or the disposing of it. It will prevent the very evil which hon. Members opposite have been arguing against for so many years. That is the first wing of my Amendment to the proposed Clause. The second wing is to meet the case of the vertical undertaking which at present has its own coal mines for its own purposes. It is to prevent the absorption of such coal mines into a group of mines whose interests must be immediately and completely opposed to the interests of the group with whom it is proposed to make them work.
I cannot help thinking there is a good deal of misapprehension about this matter in various quarters of the Committee. May I put the matter quite simply, as I understand it? Before you can get any compulsory element at all—I am not dealing with voluntary schemes which any two people may make—you must get an order of the Railway and Canal Commission Court. Whenever the Railway and Canal Com mission Court functions, it does so under the terms and provisions of the Act of 1926. All these terms of the Act of 1926 are, therefore, operated here, and this Amendment is wholly unnecessary. If the hon. and gallant Member will look at the terms of the Clause we are discussing, he will see that line 14 expressly provides
and that Act shall apply accordingly.
and he will see that the last words of the proposed new Clause are:
This section shall be construed as one with Part I of the Act of 1926.
Whenever, therefore, you go to the Railway and Canal Commission Court and ask it to approve something which could not be done without its approval, you operate under the Act of 1926—that is the territory and the ground upon which they have to act. As the hon. Member has told its, he borrowed the words from the Act of 1926.
My point is that in the 1926 Act this proviso applies only to absorption schemes and not to amalgamation schemes, and what I want to know from the right hon. Gentleman is, Will a scheme proposed by the commissioners to which any single party is an unwilling party fall within the definition of an absorption scheme under the 1926 Act—if that is so, I am perfectly well satisfied—or will it be deemed to be an amalgamation scheme, in which case this proviso does not apply?
Surely the distinction between absorption and amalgamation must be looked at from the point of view of the person who is being taken over. The distinction is simply this. If a person is being taken over against his will, he is being absorbed, and there is a provision in the 1926 Act to the effect that you cannot take a person over against his will unless you take him over in such a way that you do not separate the concern. You must not provide for the separation of the treating and the disposal from the working. That is the whole point of absorption. A man who is being taken over against his will has a right to insist on those provisions in the 1926 Act. We are dealing in the hon. Member's Amendment with a case in which neither party is willing, and it is quite manifest that the provisions of the 1926 Act, which apply to a man who is being taken over against his will, must apply then. We are advised, and I personally consider it is so, that there is no need to accept the hon. and gallant Member's Amendment because it is unecessary.
This Clause appears to me to pre-suppose that some one party at any rate is unwilling, because the commissioners are only going to promote the scheme where the owners entitled to submit schemes are not prepared to do so. If that is the case, are not the words "an amalgamation scheme" in this new Clause unnecessary? Whatever scheme they prepare is bound to be an absorption scheme, there is no possibility of its being an amalgamation scheme, and therefore would it not be more reasonable to leave out the words "an amalgamation scheme" and simply leave it as an absorption scheme, in which case we should know where we stand?
It seems to me that it ought to be made perfectly clear that wherever there is a dissension, and somebody does not want to be brought in to these amalgamations, that will be an absorption, and it could not be an amalgamation. I rely upon the Attorney-General to instruct the Committee as to what is the right position. Let us assume that the commissioners have made a scheme which includes one undertaking that does not agree. Will that constitute an absorption or an amalgamation? If it is an absorption scheme, then it is covered by the last part of Section 1 of the Act of 1926. If it is covered, why use the words "amalgamation scheme" in the proposed new Clause? For what reason is this being done, if whenever there is a dissentient it must be an absorption scheme to be treated under the Act of 1926? I ask the Attorney-General to advise the Committee on that point.
Then I cannot understand why the right hon. Gentleman used the words which he did use. The position is this: You may have a scheme in which A, B, C and D wish to come together. A, B and C may be willing, and D may be unwilling. The first three would say, "We are being amalgamated" and D would say, "I am being absorbed." The provisions of the Act would protect D, and therefore these words are unnecessary from his point of view.
That is the first part of the Amendment. The second part of the Amendment provides that the amalgamation shall not provide, without the consent of the owner of the undertaking,
for the separation from the undertaking of any coal mine worked as ancillary to such primary object.
I understand from what the Attorney-General has said that amalgamation may bring in not only undertakings of which the primary object is not coal mining, but also a coal mine worked as ancillary to such primary object. I do not see how you could possibly separate a company of that kind from the scheme or undertaking. Is the Attorney-General satisfied that no undertaking which is a coal mine worked as ancillary to its main purpose could be forced into an amalgamation without its consent? Is the Attorney-General satisfied on that point?
I beg to move, as an Amendment to the proposed Clause, in line 14, at the end, to insert the words
Provided that no such scheme of amalgamation or absorption shall provide, without the consent of the owner of the undertaking, for the taking by the amalgamated or absorbing concern any investments, securities, money, or other property belonging to such undertaking and not essential for the coal workings of such undertaking.
I move this Amendment in the absence of my hon. Friend the Member for Ecclesall (Sir S. Roberts). The point is quite a short one, but it is one of some substance, and if it is not carried it may cause a sense of injustice, or, at any rate, dissatisfaction amongst a good many colliery companies. I have in mind the case of such a company which has been in operation for some considerable time, and the termination of its life is now within measurable and foreseeable distance. This company has naturally in the past provided full reserves, regarding its property as a wasting asset, with the result that it has large sums invested in outside securities such as War Loans and Treasury Bonds, with the intention, when the colliery is no longer workable, of replacing the shareholders' money out of its investments which have been prudently made for a number of years.
As the Bill stands at present, its funds quite possibly would be taken over by the collieries absorbing the undertaking, possibly with a view to providing themselves with much needed working capital, and they might offer in exchange debentures or other securities in the amalgamation. My remarks also apply to land or other investments made outside the collieries, and not essential for its workings. Perhaps it may be said that this is covered by Section 7 of the Act of 1926, but I doubt if that is the case. While provision is made for the holder of any securities, if he is going to be absorbed, to lodge an objection, and if the Commission are satisfied that the substitution would not be fair, they can order in lieu of the proposed substitution that the securities shall be purchased at a price to be determined by the Commission. In the first place, it seems rather a waste of time for the Commission to purchase gilt-edged securities or Treasury Bonds from the absorbed company as not being essential to its business, and it would be very unjust should they purchase other securities such as land and investments which the colliery may not wish to sell, and which are not essential to the working of the new group. My Amendment will cover those points if it is accepted by the President of the Board of Trade.
From many points of view this is a very difficult question. I notice that the hon. Member for Lancaster (Mr. Ramsbotham) suggests that in any scheme of amalgamation or absorption it should be provided:
that no such scheme of amalgamation or absorption, shall provide, without the consent of the owner of the undertaking, for the taking by the amalgamated or absorbing concern any investments securities, money or other property belonging to such undertaking and not essential for the coal workings of such undertaking.
I gather that the hon. Member wishes to protect the interests of a concern from being appropriated by amalgamation in order to provide cash for other parts of the amalgamated undertaking. A question of that kind would be under the terms of the Act of 1926 for the Railway and Canal Commission to decide. I quite see the point raised by the hon. Member, but, strictly speaking, I do not think that an Amendment of this kind is necessary under the Act of 1926, and, although I do not think there is the slightest doubt about this matter, I am quite willing to reconsider it. With that explanation I hope the hon. Member will he satisfied.
Then I understand that the President will reconsider this point before the Report stage, because it is a very important question. I am not quite sure whether without some direction in the Bill the Reorganisation Commission will have to perform that duty or whether the Railway and Canal Commission have any such power. I do not think that Parliament has provided any means of securing working capital for amalgamations, and whatever working capital is invested in the undertakings will form the working capital of the new undertakings. I do not think there is any provision that if two undertakings are Compulsorily amalgamated any provision has been made to find the working capital. I know that in the case of voluntary schemes when one undertaking sets out to amalgamate with another it has always been up to the one proposing the amalgamation to find the working capital. Now that the com- missioners are going to arrange these amalgamations, there is no power to carry out this object, and unless we give some direction in the Bill there will be a great temptation to amalgamate undertakings not so much for the coal as for the working capital they will bring in to strengthen the amalgamation. That is not fair and it is not the intention of the Bill. If the President of the Board of Trade will say definitely that he will meet this point between now and the Report stage, I shall be prepared to recommend my hon. Friend not to press this Amendment further to-night.
I am still of the opinion that there will be no difficulty in this matter, but I will certainly give such an undertaking, because I have no doubt about it in my own mind.
I beg to move, as an Amendment to the proposed Clause, in line 14, at the end, to insert the words:
(2) For the purposes of any scheme under Part I of the Act of 1926 the value of the undertaking of every constituent or absorbed company shall be assessed upon the basis of what would have been the value thereof as between a willing buyer and a willing seller if this Act had not been passed, and no such scheme "hall be submitted to the Board of Trade under the said Part I unless the Coal Mines Reorganisation Commission have certified that such values have been so assessed for the purposes of that scheme.
This proposed Clause is, I think, the most important of the many new Clauses proposed by the President of the Board of Trade. Probably what was in the mind of the right hon. Gentleman when he put this Clause on the Paper, as it was also in my mind, was that an amalgamation should be on a fair basis, and the speeches in this Committee against amalgamation have been directed more against financial combinations such as have been disastrous to the coal trade. The purpose of this Amendment is that there shall be a definite instruction to the Commission and to those who propose to amalgamate under the powers conferred by this Measure that they shall only do so on a fair basis, and not on a purely financial basis with watered capital—that the constituent companies which form or are absorbed into the new amalgamation shall come in upon their fair valuation as between a willing seller and a willing buyer, shall pool their resources in the new undertaking, and shall hold in it the exact equivalent of what they have contributed. The Amendment is designed to make it clear that there shall be no financial juggling in the future with these amalgamated undertakings, but that, if there is to be compulsion, it shall be fair to everyone.
If we were dealing only with the ordinary amalgamations which have hitherto taken place—which, indeed, are the only kind of amalgamations contemplated by any-practical business man that. I have ever encountered, namely, amalgamations where at any rate some of the parties are willing—this, I think, would be a reasonable Amendment. But we are invited to contemplate the strange business proposition that we should have amalgamations which may include collieries which the so-called buyer does not in the least want to buy—that a colliery may be amalgamated, in what the Government are pleased to call the national interest, with its neighbours, although those neighbours may consider that their association with that colliery will depreciate and not enhance the value of their existing undertaking. I understand very well what is meant by the value as between a willing buyer and a willing seller, where the one wishes to sell and the other wishes to buy; but how are you going to value in a case where the buyer, as he is in fact, does not in fact desire to buy the undertaking which is being thrust upon him, and considers that it is a liability and not an asset? I do not see how any valuer could attempt to make such a valuation under this or any other Clause, and I should like to know, before we part with this Amendment to the proposed Clause, how a valuation in that case is going to be made.
In everyday practice valuers have to make valuations as between a willing buyer and a willing seller where in fact there is no evidence that there is actually a buyer or a seller at all. Take the ordinary case of the valuation of land for the pur- pose of Estate Duty. It may be that there is no question of buying or selling at all, but the valuation has to be carried through on the basis of a willing buyer and a willing seller. The phrase is perfectly well understood. I understand that the object of this Amendment is merely to provide safeguards against watered capital, and, as such, I am authorised to say that the Government are prepared to accept it.
This Amendment also is consequential on those which have been moved by my hon. and learned Friend the Member for Montgomeryshire (Mr. C. Davies). The result of his Amendments, read with mine, will be that the Coal Mines Reorganisation Commission will be entitled to appear as a party before the tribunal under the Mining Industry Act, 1926, whenever any scheme for amalgamation or absorption is presented to that tribunal, irrespective of whether the scheme is brought forward by the Reorganisation Commission or by other parties.
I beg to move, as an Amendment to the proposed Clause, in line 19, at the end, to insert the words:
(3) The Railway and Canal Commission shall have power in their absolute discretion to order that the costs of and incidental to any proceedings before the Railway and Canal Commission in connection with any scheme prepared and submitted under this
Section shall be paid by the Treasury out of moneys provided by Parliament to the owners of any undertaking included in the scheme who successfully object before the Railway and Canal Commission to the confirmation of the scheme, and the payment of such costs shall be deemed to be an expense required to be defrayed for the purpose of this Act.
I move this Amendment in the absence of my hon. and gallant Friend the Member for Uxbridge (Major Llewellin). The object is to make some provision for cases in which the Railway and Canal Commissioners decide that a scheme presented to them is not an appropriate scheme, and desire to award costs against the Reorganisation Commissioners for at any rate part of the expenses incurred in presenting the scheme. Unless I am very much mistaken, there is nothing in the Bill which provides for what this Amendment seeks to do, nor, indeed, is any fund provided out of which these costs can be obtained. Obviously, it would produce great injustice if parties were haled before the Railway and Canal Commission by these Reorganisation Commissioners, and the Railway and Canal Commission were not satisfied that a good case had been made out for the proposed amalgamation, and yet, in spite of all the expense involved, there was no power to award costs and no fund at the disposal of the Court from which costs could be awarded to the successful party and against the unsuccessful commissioners. I am fortified in asking for this by the remarks of the President of the Board of Trade last night, when he said:
Where the statutory commissioners have formed a scheme and taken it to the Railway and Canal Commissioners, who have to decide, and those commissioners decide that the scheme is not an appropriate one, the Railway and Canal Commission will give costs against the statutory commissioners." [OFFICAL. REPOT, 25the February, 1930: col. 2190, Vol. 235.]
I am sure that that was the intention of the right hon. Gentleman, and I move this Amendment in the hope that we may be assured that there is provision for the Railway and Canal Commissioners to give costs against the Reorganisation Commissioners, should they not approve' of a proposal, and that there are also resources from which such costs can be provided.
I only rise because I am afraid that we are going to get no reply from the Government. It really would be an intolerable situa- tion if, certain unwilling parties having been taken before the Railway and Canal Commission by the Reorganisation Commissioners, and the Railway and Canal Commission having turned down the scheme, those unwilling parties should have to bear their own expenses without any redress or possibility of' obtaining the expenses which they have been compelled to incur. This is a very reasonable and, if I may say so, just Amendment, and I can hardly think that the Attorney-General will disagree with it. I think he will agree that in the ordinary way, if people are needlessly put to the trouble and expense of defending an action, and if they successfully defend it, there should be some source from which they can be repaid the expense to which they have been put.
I quite agree with the hon. and gallant Gentleman that the Amendment to the proposed Clause asks for that which is perfectly-reasonable, but it is wholly unnecessary. There really is a very large measure of misapprehension. If a compulsory scheme is made, the whole of the provisions of the Act of 1926 apply, and one of the provisions of the Act is that the Railway and Canal Commission have full discretion as to costs, the only qualification being by reason of the first Clause on the Order Paper. The proviso at the end of the Clause says:
Provided that a sum equal to the amount of any expenses incurred by the employment of such agents as aforesaid for the purpose of promoting or assisting the amalgamation of any undertakings shall, in the event of the undertakings being amalgamated, be repaid to the board by the owners of the amalgamated undertaking.
It is plain that the qualification, in express terms, only applies where the undertakings are amalgamated. The Amendment deals with a case where the application foe amalgamation or absorption is not successful, and consequently that qualification does not apply. I will trace the exact steps by which the Railway and Canal Commission get their complete and absolute discretion and power over costs. First of all, in Section 19 of the Railway and Canal Traffic Act, 1888, there is this provision:
The costs of and incidental to every proceeding before the commissioners shall be
in the discretion of the commissioners, who can order by whom and to whom the same are to be paid and by whom the same are to be attached and allowed.
That Section gives in terms a very wide and complete discretion. Section 2 of the Railway and Canal Traffic Act, 1894, says:
In proceedings before the Railway and Canal Commissioners other than disputes between two or more companies, the commissioners shall not have power to award costs on either side unless they are of opinion that either the claim or the defence has been frivolous and vexatious.
That imposed a bar, and, if the matter had stood so, the bar would have remained. Then you come to Section 10 of the Mines (Working Facilities and Support) Act, 1923, which provides:
The provisions of the Railway and Canal Traffic Act, 1888, as amended by any subsequent enactments relating to the procedure for the determination of questions under that Act (including the provisions relating to appeals), shall apply to the determination of questions relating to applications under this Act as if they were herein re-enacted and in terms made applicable to the provisions of this Act. Provided that (c) the discretion of the Commission with respect to costs shall not be limited in the manner provided by Section two of the Railway and Canal Traffic Act, 1894.
I have given three steps. The first is a perfectly wide discretion, the second a limitation in certain events and the third removing for the purposes of the Mines Act the limitations imposed by the Section. Then you come to the Mining Industry Act of 1926. Section 24 (1) says:
The jurisdiction of the Railway and Canal Commission under this Act shall be deemed to be part of their jurisdiction under and for the purposes of the Railway and Canal Traffic Act. 1888, and Section 10 of the Mines Working Facilities and Support Act, 1923, as amended by any subsequent enactment, shall apply in respect to proceedings under this Act in like manner as it applies to the determination of questions relating to applications under that Act.
Under the last words of Sub-section (5), there is that qualification to which I have referred but for the reasons I have given it does not apply. The hon. Member may take it from me that there is ample power and discretion in the Railway and Canal Commission Court to award costs so long as the application is unsuccessful. I was also asked out of what funds will those costs be provided. Last night, we passed this Clause.
The Board of Trade may appoint a secretary to the Commission, and the Commission may employ such officers and servants as the Board may, with the approval of the Treasury, determine, and there shall he paid by the Board such remuneration to the commissioners and to the secretary, officers and servants of the Commission, and such other expenses of the Commission, as the Board may, with the approval of the Treasury, determine.
It is obvious that any costs which the Commission might be ordered to pay clearly fall within the words "other expenses of the Commission." If they do not, the unhappy commissioners of course will have to pay them out of their own pockets, and in that case we shall have to take steps to reimburse them, but it is plain that they fall within those words, and you have here ample discretion in the Railway and Canal Commission Court to do what is proper and a fund out of which the costs shall be paid. For these reasons I quite agree that the steps here proposed are reasonable, but I oppose the Amendment, not because I quarrel with the principle which it seeks to set forth, but because it is wholly unnecessary.
I hope the Attorney-General will give an undertaking that the wording of this matter shall be considered before Report, because it seems to me to be more than doubtful whether we can possibly say that the costs to be paid to a successful party before the Railway and Canal Commission are expenses of the Commission. It seems to me to be a very dangerous prop for those whom everyone wants to safeguard to lean upon. As long as we are agreed about the principle, it is not necessary to take up time about it, but I consider that this Clause, or something like it, is necessary.
If the hon. and learned Gentleman entertains any doubt about it I certainly will reconsider it Doubt in such a quarter should be a matter for consideration. But it is only fair to say that I have already considered the matter and I have had the very able assistance that one gets on these occasions and I entertain not the smallest doubt. But I will gladly reconsider it.
I beg to move, as an Amendment to the proposed Clause, in line 30, after the word "Act," to insert the words
except for the purpose of determining any question upon an objection lodged under proviso (b) of section seven (2) of that Act.
Sub-section (4) of the Clause provides that, as long as the coal Mines Reorganisation Commission certifies a particular scheme to be in the national interest, it shall not be necessary to refer it to the Railway and Canal Commission, and so far I agree that that is perfectly reasonable. But in Section 7 of the Act of 1926 it is obligatory upon the Railway and Canal Commission, to whom a scheme is referred, to confirm it provided they are satisfied that it is in the national interest and that its terms are fair and equitable to all persons affected thereby. It is clear, therefore, that merely for the purpose of having the question determined whether or not a scheme is in the national interest, it is unnecessary to go to the Railway and Canal Commission if we have already the certificate of the Coal Mines Reorganisation Commission. But there is an omission. One point has either been overlooked or intentionally left out. If it has intentionally been left out it is a very serious point which ought to be dealt with. It is this: The Railway and Canal Commission, of course, have also to be satisfied that the terms are fair and equitable to all persons affected thereby.
Let the Committee remember that the persons affected thereby are not merely the owners of the various units which may be amalgamated, but the shareholders in any given unit. In paragraph (b) of the same Section it was provided that if, upon an objection lodged by the holder of any securities in one of the constituent or absorbed companies to whom by the scheme securities in the amalgamated or principal company were allocated in substitution therefor, the commissioners were satisfied that the substitution would not be fair in his case, they might order that, instead, his existing securities should be purchased. You have there the case of the shareholder or the class of shareholders whose interests might be unfairly affected by what was otherwise a perfectly proper amalgamation between the units concerned protected by the Railway and Canal Com- mission having power to order the purchase of his shares. In the case in which the Goal Mines Reorganisation Commission say that the scheme is in the national interest, we are agreed that it is not necessary that for that purpose it should go before the Railway and Canal Commission. Indeed under the proposed Clause the scheme has not to go before them at all. That automatically deprives the shareholder or class of shareholders who might be injured by such a scheme of this very necessary protection which is provided in paragraph (b) of Section 7 of the Act of 1926.
The words which I propose to insert are designed to safeguard and to maintain that provision in the interest of those shareholders. It may be said in answer, "It is not only when merely the Commission certifies that a scheme is in the national interest that this has not to go before the Railway and Canal Commission, but you have also the owners submitting a scheme representing that it is not necessary to go to the Railway and Canal Commission." It might be said that that is a safeguard to the shareholders. That does not really cover the point at all. The particular unit, the colliery company as a whole, may very definitely wish to be amalgamated. That was so in the Act of 1926, yet where there were voluntary amalgamations, pure and simple, it was thought necessary to protect the minority of shareholders. The mere fact, therefore, that the owner, that is, the colliery itself, desires to be amalgamated and does not think that the matter need go before the Railway and Canal Commission, is not in itself any protection at all. The interests of shareholders or groups of shareholders which have to be protected are separate from the interests of the colliery unit.
What we are discussing is the substitution of shares in a colliery with which a man may be perfectly satisfied to hold for shares in a compulsory amalgamation in which it is uncertain as to who is to find the working capital, and an amalgamation which may be handicapped at the start by the obligation to pay all the costs of amalgamation, if there is an amalgamation, to which the learned Attorney-General referred in the course of the discussion on the previous Amend- ment. I would point out further that this may affect, not merely dissentient shareholders, and minority shareholders, but, in the case obviously of a great many persons engaged in the coal mining industry, it may affect banks and others to whom shares may have been mortgaged. Up and down the country there must be a great many instances where shares in existing colliery undertakings have been mortgaged as security to banks, and their interests have to be protected as well as the interests of the shareholders. I submit that this Amendment is really necessary to afford protection, and that it is at least as necessary under the present Measure as it was when it was put into the Act of 1926.
Were it not that this Amendment has been moved by my hon. and learned Friend the Member for Rusholme (Sir B. Merriman), for whose legal acumen and powers I have such a profound regard, I should have ventured to say that there was here a complete misapprehension. Perhaps he will allow me to see if I cannot do that most satisfactory of all things, convince even him.
Because it is so very difficult for a man to be convinced that he is wrong. In his concluding words, the hon. and learned Gentleman said something about the man who might have to exchange his shares in an undertaking which he liked very much for shares in some compulsorily amalgamated undertaking. I would point out to him, first of all, that this Sub-section (4) with which we are dealing, and in the middle of which the Amendment which he proposes comes, deals with this. It deals with the amalgamation scheme submitted to the Board of Trade by the owners of two or more undertakings under Section I (1) of the Act of 1926. Let us be quite clear about that. The hon. and learned Member will agree with me that this Clause applies only to wholly voluntary schemes where everybody agrees. These are the only schemes which come under Section I (1) of the Act of 1926. The words are:
Where… two or more undertakings consisting of or comprising coal mines agree to amalgamate their undertakings wholly or partially.
What happens at the present time? It two or more people agree to amalgamate their undertakings, there is no earthly reason in the world why they should go before the Railway and Canal Commission at all, save for one purpose, and for one purpose only. It may be considered necessary by the amalgamated undertaking that there should be some new issue of capital and the Railway and Canal Commission have the power in such cases as are proper to provide that such new capital or issue shall be exempt from certain Stamp Duties and so on. That is the sole reason today why two people who are agreeing to amalgamate go before the Railway and Canal Commission Court at all. The sole object of this Clause is that, without having the trouble of going to the Railway and Canal Commission Court, you can effect the purpose and the sole purpose for which the Canal Commission exists in this matter, namely, the remission of Stamp Duty. It has nothing to do, as the hon. and learned Member, I hope, will realise, with any other case at all. That is the sole purpose for which this Sub-section is here inserted.
I entirely agree with him that, although we are dealing here with a case where undertakings agree, and want to amalgamate, we must remember that the undertakings may be companies, and that there may be a dissentient shareholder or a group of dissentient shareholders who, although the two companies as a whole wish to be amalgamated, dissent, and dissent vigorously. The hon. and learned Member said that we must provide for such a case as that, but I would point out that the protection of the right of a dissentient shareholder, who regards himself as being prejudiced by the action of the majority of the shareholders of the company, is provided for, altogether apart from this legislation, in the recent Companies Act. In the Companies Act, 1929, Sections 154 and 155, there is set out an elaborate code which prevents a dissentient shareholder in cases such as these from being "put upon," if I may use such a phrase, by the majority. Section 154 makes
Provision for facilitating reconstruction and amalgamation of companies.
Section 155 gives:
Power to acquire shares of shareholders dissenting from scheme or contract approved by majority.
There is set out a very elaborate code under which a dissentient minority, who regard themselves as being ill-treated in the case of any proposed amalgamation, have the right to go to Court and to ask the Court to protect them. That can be done under he ordinary law of the land which applies to companies. We are dealing simply and solely in this Clause with a purely voluntary matter, where two companies agree, and any relief to which a dissentient shareholder is entitled, by virtue of holding shares in the company, can be got under the Companies Act, 1929, where his position is fully provided for. Therefore, I suggest to the hon. and learned Member that he has not appreciated quite clearly that the sole object of Sub-section 4 is to enable the Board of Trade to give remission from Stamp Duty without it being necessary to go to the Railway and Canal Commission, which previously was the only body that could give it.
I followed the first part of the Attorney-General's explanation, with which I thoroughly agreed, but I am reluctantly compelled to say that I am not convinced by the second part, because we have here, admittedly, a case which, but for this proviso, would have to go before the Railway and Canal Commission.
In a great many cases it would be necessary. My point is that you are taking away from a dissentient shareholder, in a case where he now has to go before the Railway and Canal Commission, the right which he would have under Section 7 (2, b). If he has to go before the Railway and Canal Commission I suppose there can be no doubt that they would have powers, which they have under Section 7 (2, b), of protecting minority shareholders. I am afraid that I am not convinced that the right which shareholders in any ordinary company have under the Companies Act is really an efficient substitute for the right that exists when you have the Railway and Canal Commission in a position to give a particular form of compensation in a case which they themselves think just. I would invite the Attorney-General to consider whether it is not right that in a limited class of case in which that
|Hall, G. H Merthyr Tydvil)||McKinlay, A.||Shaw, Rt. Hon. Thomas (Preston)|
|Hall, Capt. W. P. (Portsmouth, C)||MacLaren, Andrew||Shepherd, Arthur Lewis|
|Hamilton, Mary Agnes (Blackburn)||Maclean, Sir Donald (Cornwall, N.)||Sherwood, G. H.|
|Hamilton, Sir H. (Orkney & Zetland)||Maclean, Nell (Glasgow, Govan)||Shield, George William|
|Harbison, T. J.||McShane, John James||Shillaker, J. F.|
|Harbord, A.||Malone, C. L'Estrange (N'thampton)||Shinwell, E.|
|Hardie, George D.||Mansfield, W.||Short, Alfred (Wednesbury)|
|Harris, Percy A.||March, S.||Simmons, C. J.|
|Hartshorn, Rt. Hon. Vernon||Marcus, M.||Simon, E. D. (Manch'ter, Withington)|
|Hastings, Dr. Somerville||Markham, S. F.||Sinkinson, George|
|Haycock, A. W.||Marley, J.||Sitch, Charles H.|
|Hayday, Arthur||Marshall, Fred||Smith, Alfred (Sunderland)|
|Hayes, John Henry||Mathers, George||Smith, Ben (Bermondsey, Rotherhlthe)|
|Henderson, Rt. Hon. A. (Burnley)||Melville, Sir James||Smith, Frank (Nuneaton)|
|Henderson, Arthur, junr. (Cardiff, S)||Messer, Fred||Smith, H. B. Lees (Keighley)|
|Henderson, Thomas (Glasgow)||Millar, J. D.||Smith, Rennie (Penistone)|
|Henderson, W. W. (Middx., Enfield)||Mills, J. E.||Smith, Tom (Pontefract)|
|Herriotts, J.||M liner, J.||Smith, W. R. (Norwich)|
|Hirst, G. H. (York W. R. Wentworth)||Montague, Frederick||Snell, Harry|
|Hoffman, P. C.||Morgan, Dr. H. B.||Snowden, Thomas (Accrington)|
|Horrabin, J. F.||Morely, Ralph||Stamford, Thomas W.|
|Hudson, James H. (Huddersfield)||Morrison, Robert C. (Tottenham, N.)||Stewart, J. (St. Rollox)|
|Hunter, Dr. Joseph||Mort, D. L.||Strachey, E. J. St. Loe|
|Hutchison, Maj.-Gen. Sir R.||Moses, J. J. H.||Strauss, G. R.|
|Isaacs, George||Mosley, Sir Oswald (Smethwick)||Sullivan, J.|
|Jenkins, W. (Glamorgan, Neath)||Muff, G.||Sutton, J. E.|
|John, William (Rhondda, West)||Muggeridge, H. T.||Taylor, R. A. (Lincoln)|
|Johnston, Thomas||Nathan, Major H. L.||Taylor, W. B. (Norfolk, S. W.)|
|Jones, F. Llewellyn- (Flint)||Naylor, T. E.||Thorne, W. (West Ham. Plaistow)|
|Jones, Henry Haydn (Merioneth)||Noel Baker, P. J.||Thurtle, Ernest|
|Jones, J. J. (West Ham, Silver-town)||Oldfield, J. R.||Tinker, John Joseph|
|Jones, Rt. Hon. Leif (Camborne)||Oliver, P. M. (Man., Blackley)||Toole, Joseph|
|Jones, Morgan (Caerphilly)||Owen, Major G. (Carnarvon)||Tout, W. J.|
|Jones, T. I. Mardy (Pontypridd)||Owen, H. F. (Hereford)||Townend, A. E.|
|Jowett, Rt. Hon. F. W.||Palin, John Henry.||Turner, B.|
|Jowitt, Rt. Hon. Sir W. A.||Paling, Wilfrid||Vaughan, D. J.|
|Kedward, R. M. (Kent. Ashford)||Palmer, E. T.||Viant, S. P.|
|Kelly, W. T.||Parkinson, John Allen (Wigan)||Walkden, A. G.|
|Kennedy, Thomas||Perry, S. F.||Walker, J.|
|Kenworthy, Lt.-Com. Hon. Joseph M.||Pethick-Lawrence, F. W.||Wallace, H. W.|
|Kinley, J.||Phillips, Dr. Marion||Wallhead, Richard C.|
|Kirkwood, D.||Potts, John S.||Watson, W. M. (Dunfermline)|
|Knight, Holford||Price, M. P.||Wellock, Wilfred|
|Lang, Gordon||Pybus, Percy John||Welsh, James (Paisley)|
|Lathan, G.||Quibell, D. J. K.||Welsh, James C. (Coatbridge)|
|Law, Albert (Bolton)||Ramsay, T. B. Wilson||Westwood, Joseph|
|Law, A (Roesendale)||Raynes, W. R.||Whiteley, Wilfrid (Birm., Ladywood)|
|Lawrence, Susan||Richards, R.||Wilkinson, Ellen C.|
|Lawrie, Hugh Hartley (Stalybridge)||Richardson, R. (Houghton-le-Spring)||Williams, David (Swansea, East)|
|Lawther, W. (Barnard Castle)||Riley, Ben (Dewsbury)||Williams, Dr. J. H. (Llanelly)|
|Leach, W.||Riley, F. F. (Stockton-on-Tees)||Williams, T. (York, Don Valley)|
|Lee, Frank (Derby, N. E.)||Ritson, J.||Wilson, C. H. (Sheffield, Attercliffe)|
|Lee, Jennie (Lanark, Northern)||Roberts, Rt. Hon. F. O. (W. Bromwich)||Wilson, J. (Oldham)|
|Lees, J.||Romeril, H. G.||Wilson, R. J. (Jarrow)|
|Lewis, T. (Southampton)||Rosbotham, D. S. T.||Winterton, G. E. (Leicester, Loughb'gh)|
|Logan, David Gilbert||Rowson, Guy||Wood, Major McKenzie (Banff)|
|Longbottom, A. W.||Russell, Richard John (Eddisbury)||Wright, W. (Rutherglen)|
|Longden, F.||Salter, Dr. Alfred||Young, Rt. Hon. Sir Hilton|
|Lowth, Thomas||Samuel, Rt. Hon. Sir H. (Darwen)|
|Lunn, William||Samuel, H. W. (Swansea, West)||TELLERS FOR THE NOES.—|
|Macdonald, Gordon (Ince)||Sawyer, G. F.||Mr. Charles Edwards and Mr. Whiteley.|
|McElwee, A.||Scott, James|
|McEntee, V. L.||Sexton, James|
This proposed Clause has already been the subject of much discussion. The learned Attorney-General, in answer to the late Solicitor-General, if I understood him aright, said that the object of Section 5, Sub-section (2) of the Mining Industry Act, 1926, was to exempt an amalgamating concern from the application of the duty in respect of capital, but that is by no means the whole of the relief given by Sub-section (2). It also relieves the amalgamating concern of Stamp Duty in respect of conveyances, assignments or transfer of any of the property or securities of any constituent or absorbed company in pursuance of any scheme. It is one of the great advantages of the Act of 1926 that there is this exemption not only from capital duty but also from transfer and conveyance duties, which are sometimes far in excess of the capital duty involved. The scheme of Sub-section (4) of this new Clause, as I understand it, and as I followed the explanation of the Attorney-General, is this; that where an amalgamation scheme is voluntarily agreed to and the amalgamating concerns do not require to go to the Railway and Canal Commission under the Act of 1926, then, subject to a condition, the amalgamating concerns will have certain advantages under that Act. Those conditions are two. In the first place, the Reorganisation Commission shall certify that the scheme is in the national interest and, in the second place, the Board of Trade shall certify, as regards certain particulars—namely, capital, new share capital and debentures; that the scheme is reasonable. Then, and only then, is the concern to be entitled to the advantages of Sub-section (2) of Section 5 of the Act of 1926. If that is so, a concern which voluntarily comes together to form an amalgamation, and which decides to avail itself of the opportunity of settling its own affairs instead of troubling the Railway and Canal Commission, is in a worse position than if it actually had to go through all the routine and embark upon all the expense of proceedings before the Railway and Canal Commission.
My Amendment to the proposed Clause simply involves the deletion of the limiting words that the Board of Trade's consent shall be required in reference to share capital and debenture capital. The Clause would read, with my Amendment incorporated, that if the Board of Trade certify that the provisions of the scheme are reasonably required for the purpose of the amalgamation, then all the advantages of the Act, under Section 7, Subsection (2), shall flow to the amalgamated concern. It seems to me that coal mining undertakings ought to be encouraged to make their own arrangements voluntarily without recourse to the new Organisation Commission, and without recourse to the long and difficult and expensive procedure of the Railway and Canal Commission. If the learned Attorney-General's object is to safeguard the revenue as regards the capital duties, that is not affected by the Amendment, because the Sub-section as it remains will read that the Board of Trade must be satisfied that the proposals are reasonably required for the purpose of the amalgamation. If they be in the national interest as certified by the Organisation Commission, and if they be certified by the Board of Trade to be reasonably required for the purpose of the amalgamation, I cannot understand why those concerned should be in a worse position than if they had embarked upon all the circumlocution of proceedings before the tribunal.
Notwithstanding the discussion which we have had, there still seems to be some misapprehension with regard to the effect of this Sub-section (4) of the proposed Clause. May I state again, in order to make matters clear, that this applies and applies only where two concerns voluntarily agree to amalgamate. There is no element of compulsion in this at all. Where two concerns voluntarily agree to amalgamate, the only reason why they come before the Railway and Canal Commission Court is to get the benefits of exemption from certain Stamp Duties which they otherwise might have to pay if the amalgamated concern issued additional capital.
Will the Attorney-General allow me to draw his attention not only to the explicit provisions of the Section, but to my own practical experience in operating the Act? If I understood aright the information which he has just given to the Committee, I fail to see how it complies with the provisions of the Statute, because it is not merely for the sake of saving on capital duty that willing amalgamators voluntarily proceed under the Mines Act of 1926. It is for other and larger benefits, of which some are comprised in Sub-section (2) of Section 5. These are in a sense capital duty, but they relate to what may be far more important, namely, conveyance, assignment, or transfer. It is not merely for the purpose of obviating the payment of further capital duty.
I quite agree, and I am sorry if I said anything to the contrary. I used a general word, and I was about to give details. They do get certain financial concessions. That is the sole reason why two concerns, each of whom wants to amalgamate, go before the Railway and Canal Commission Court. Under the new scheme of this Sub-section (4) all that happens is this: We say, "You can get your financial concessions without taking the trouble to go to the Railway and Canal Commission Court. The Board of Trade can, in given circumstances, give you those same concessions." if the hon. and gallant Member read the words he will see that it is provided that Sub-section (2) of Section 5 of the Act of 1926 shall apply. Therefore, if the Board give their certificate, Sub-section (2) of Section 5 applies in toto. Part of it is capital, and part of it is financial concessions in regard to conveyance and assessment and transfers. We have to guard against one possible contingency: Stamp Duty, as the Committee realises well, is payable on nominal capital, and not only on issued capital. Suppose you have two companies agreeing to amalgamate. They might, in view of possible contingencies of future requirements, put in a very large sum as the nominal capital, and if the Board of Trade then approves they will get the benefit of that nominal capital without any Stamp Duty at all.
To prevent any misuse being made of that, we say that the Board of Trade is to look at this thing not from one point of view only, just as the Railway and Canal Commission Court looks at these agreements from one point of view only; we say that the Board of Trade has to consider any debentures, or the issue of any share or loan capital. We say, in substance, that so long as the Board of Trade is satisfied that the nominal capital which the amalgamated concern is proposing to have is not in excess of requirements, the Board of Trade can do that which previously the Railway and Canal Commission Court used to do, and confer on the amalgamated concerns the whole benefit of Sub-section (2) of Section 5 of the Act of 1926. If any further answer was needed, I would point out to the hon. and gallant Gentleman that under Section 55 of the Finance Act of 1927 it is now only necessary to deal with additional capital, since this other relief can be given under that Section. With all respect, I think the hon. and gallant Gentleman has moved his Amendment under a misapprehension.
I am very much obliged and I am sure all the Members of the Committee are obliged, to the Attorney-General for the explanation which we have just heard. The right hon. and learned Gentleman must realise how extraordinarily difficult it is for any person who has not had a legal training to follow the various ramifications of these proposals, and we would be further obliged to him if he could state in language, shall we say, fitted for childish readers, what is the actual effect of this Amendment. To me it seems to make absolutely no difference, but apparently there is some subtle difference involved in the retention or otherwise of these words in the Clause. Does this proposal mean that any fresh capital which was raised would not be chargeable with Stamp Duty, but that existing capital transferred would be chargeable?
Then what would be the effect of leaving out these words? Would it have an adverse effect upon the receipts of the Treasury, and if so, can the right hon. and learned Gentleman give any estimate of the amount involved in normal transfers concerning those collieries which will probably come under this scheme? Is it possible to give the Committee any indication of what the loss would be? I am only asking that this matter should be explained because we may be called upon to vote on the Amendment in a very short time and I should like to be as clear upon it as it is possible for a non-legal mind to be on a complicated subject of this character.
I beg to move, as an Amendment to the proposed Clause, in line 35, after the word "Commission," to insert the words
and sub-section (4) and (5) of section seven of that Act (which provide, inter alia, that a scheme under the Act of 1926 shall, when confirmed by the Railway and Canal Commission, be binding on all persons, and that trustees may hold securities of the amalgamated company in substitution for securities in a constituent company).
It will be observed that the proposed new Clause as it stands provides that certain provisions of the Act of 1926 shall apply to an amalgamation scheme, even though that scheme has not been submitted to the Railway and Canal Commission, subject to the conditions mentioned in Sub-section (4). Now Section 7, Sub-section (4) of the Act of 1926 provides that a scheme when confirmed by the Railway and Canal Commission shall be
binding on all persons and Section 7, Subsection (5) of the same Act authorises trustees to hold securities in the amalgamated concerns:
any trustee… who at the date of the amalgamation held… any securities of the constituent or absorbed company, shall be entitled to hold the securities of the amalgamated or principal company.
It is hardly necessary for me to repeat that this Sub-section (4) of the proposed new Clause deals simply and solely with voluntary amalgamations and it would be quite improper to make such amalgamations binding upon all persons. The whole scheme of this legislation is that if you are going to make these schemes binding on persons who do not consent, they must have the protection of being able to go before a court of law—the Raliway and Canal Commission—and it is the Railway and Canal Commission, and that Commission alone, which can make a scheme binding on a person who does not want it to be made binding upon him. If we did what is suggested, we should be, in fact, usurping the proper functions of the court, and allowing the Board of Trade by executive order to make these schemes binding on all sorts of persons. I cannot state too plainly that the Subsection of the proposed new Clause which we are now discussing derives its whole force and effect from the fact that it deals only with cases in which all the parties concerned voluntarily come together and say that they want to amalgamate. That being so, the hon. and gallant Gentleman I am sure will appreciate the fact that it is quite impossible for us to accept here an Amendment whch is, I think, quite out of place.
Before we part with this Clause, I should like to register one more protest against the arguments which we have heard from the Government with regard to the procedure under this compulsory scheme, as compared with the procedure laid down in the Act of 1926 where a certain measure of agreement was contemplated. We have under this Measure to deal with cases where
every single unit of the proposed amalgamation disagrees with it. We have been told several times to-day that all these cases—even though there is complete disagreement and though everybody is being compelled—are covered in the terms of Section 1 of the Act of 1926. I cannot see how that argument can be maintained. In the first place, in the proposed new Clause itself we are specifically told that where
the owners of such undertakings entitled under that Act to prepare and submit such schemes, are not prepared to do so, the commissioners shall themselves prepare and submit to the Board of Trade an. amalgamation scheme or absorption scheme framed in accordance with the provisions of Part I of the Act of 1926 and for the purposes of that part of that Act, any scheme so prepared and submitted by the commissioners shall be deemed to have been prepared and submitted in manner provided by Sub-section (1) or (2) of Section 1 of that Act.'
We know that the law does peculiar things and sometimes we think it does very stupid things, but when there is a Section of the Act of 1926, which applies only to cases in which there is a measure of agreement, how can the Government say that a case where everybody disagrees, shall be deemed to come within that Section. The Attorney-General quite clearly pointed out to us what was laid down in Section 1, Sub-section (1) of the Act of 1926. It most distinctly applies to coal mines which agree to amalgamate. Where everybody disagrees, it is futile to refer us to the procedure under a Section which contemplates cases where everybody agrees. Again we find that Sub-section (2) of Section 1 of the Act of 1926, to which we are also referred, deals with cases where a certain number of the units proposed to be amalgamated, disagree, but even there a certain number of the units which wish to be amalgamated, have to put forwar a scheme. Under the Act of 1926 absorption is dealt with. One can understand, where you have at least one willing concern wishing to be amalgamated, that such a firm would be capable of absorbing the others. But when no one agrees, how can you point to that procedure and say there is to be absorption schemes? Who are to do the absorbing? It might be said that the Commission are to pick out one of the unwilling owners and say he must do it. How is that unwilling owner going to meet the burden? I maintain that it is
futile. It is hardly giving due regard to the common-sense of the Committee to be told that one matter is white and that it shall be deemed to be black because the Government put it into the Clause of the Bill. You cannot make that cover the case of the present Clause, where it is agreed that in some cases every single owner may be in disagreement. I have not been convinced, from the opinion expressed, as to how that procedure is going to be made to apply, and therefore I make this final protest before we take the Clause.
|Division No. 193.]||AYES.||[9.19 p.m.|
|Adamson, Rt. Hon. W. (Fife, Watt)||Day, Harry||Hoffman, P. C.|
|Adamson, W. M. (Staff., Cannock)||Denman, Hon. R. D.||Horrabin, J. F.|
|Aitchison, Rt. Hon. Cralgle M.||Devlin, Joseph||Hudson, James H. (Huddersfield)|
|Alexander, Rt. Hon. A. V. (Hillsbro')||Dudgeon, Major C. R.||Hunter, Dr. Joseph|
|Alpass, J. H.||Dukes, C.||Hutchison, Maj.-Gen. Sir R.|
|Ammon, Charles George||Duncan, Charles||Isaacs, George|
|Angell, Norman||Ede, James Chuter||Jenkins, W. (Glamorgan, Neath)|
|Arnott, John||Edge, Sir William||John, William (Rhondda, West)|
|Atke, Sir Robert||Edmunds, J. E.||Johnston, Thomas|
|Ayles, Walter||Edwards, C. (Monmouth, Bedwellty)||Jones, F. Llewellyn- (Flint)|
|Baker, John (Wolverhampton, Bilston)||Edwards, E. (Morpeth)||Jones, Henry Haydn (Merioneth)|
|Baldwin, Oliver (Dudley)||Egan, W. H.||Jones, J. J. (west Ham, Silvertown)|
|Barnes, Alfred John||Elmley, Viscount||Jones, Morgan (Caerphilly)|
|Batey, Joseph||England, Colonel A.||Jones, T. I. Mardy (Pontypridd)|
|Bellamy, Albert||Evans, Capt. Ernest (Welsh Univer)||Jowett, Rt. Hon. F. W.|
|Benn, Rt. Hon. Wedgwood||Forgan, Dr. Robert||Jowitt, Rt. Hon. Sir W. A.|
|Bennett, Captain E. N. (Cardiff, Central)||Freeman, Peter||Kedward, R. M. (Kent, Ashford)|
|Benson, G.||Gardner, B. W. (West Ham, Upton)||Kelly, W. T.|
|Bentham, Dr. Ethel||George, Major G. Lloyd (Pembroke)||Kennedy, Thomas|
|Bevan, Aneurin (Ebbw Vale)||Gibbins, Joseph||Kenworthy, Lt.-Com. Hon. Joseph M.|
|Birkett, W. Norman||Gill, T. H.||Kinley, J.|
|Blindell, James||Gillett, George M.||Kirkwood, D.|
|Bowen, J. W.||Gossling, A. G.||Knight, Holford|
|Bowerman, Rt. Hon. Charles W.||Gould, F.||Lang, Gordon|
|Broad, Francis Alfred||Graham, D. M. (Lanark, Hamilton)||Lathan, G.|
|Brockway, A. Fennar||Graham, Rt. Hon. Wm. (Edin., Cent.)||Law, Albert (Bolton)|
|Bromfield, William||Granville, E.||Law, A. (Rosendale)|
|Bromley, J.||Gray, Milner||Lawrence, Susan|
|Brooke, W.||Greenwood, Rt. Hon. A. (Coine)||Lawrie, Hugh Hartley (Stalybridgs)|
|Brothers, M.||Grenfell, D. R. (Glamorgan)||Lawson, John James|
|Brown, C. W. E. (Notts, Mansfield)||Griffith, F. Kingsley (Middlesbro' W.)||Lawther, W. (Barnard Castle)|
|Brown, Ernest (Leith)||Griffiths, T. (Monmouth, Pontypool)||Leach, W.|
|Brown, James (Ayr and Bute)||Groves, Thomas E.||Lee, Frank (Derby, N. E.)|
|Burgess, F. G.||Grundy, Thomas W.||Lee, Jennie (Lanark, Northern)|
|Buxton, C. R. (Yorks. W. R. Elland)||Hall, F. (York, W. R., Normanton)||Lees, J.|
|Buxton, Rt. Hon. Noel (Norfolk, N)||Halt, G. H, (Merthyr Tydvil)||Lewis, T. (Southampton)|
|Caine, Derwent Hall.||Hall, Capt. W. P. (Portsmouth, C.)||Logan, David Gilbert|
|Cameron, A. G.||Hamilton, Mary Agnes (Blackburn)||Longbottom, A. W.|
|Cape, Thomas||Hamilton, Sir R. (Orkneys & Zetland)||Longden, F.|
|Carter, W. (St. Pancras, S. W.)||Harbison, T. J.||Lowth, Thomas|
|Charleton, H. C.||Harbord, A.||Lunn, William|
|Chater, Daniel||Hardie, George D.||Macdonald, Gordon (Ince)|
|Clarke, J. S.||Harris, Percy A.||McElwee, A.|
|Cluse, W. S.||Hartshorn, Rt. Hon. Vernon||McEntee, V. L.|
|Clynes, Rt. Hon. John R.||Hastings, Dr. Somerville||McKinlay, A.|
|Cocks, Frederick Seymour||Haycock, A. W.||MacLaren, Andrew|
|Compton, Joseph||Hayday, Arthur||Maclean, Neil (Glasgow, Govan)|
|Cove, William G.||Henderson, Right Hon. A. (Burnley)||McShane, John James|
|Daggar, George||Henderson, Arthur, junr. (Cardiff, S.)||Malone, C. L'Estrange (N'thampton)|
|Dallas, George||Henderson, Thomas (Glasgow)||Mansfield, W.|
|Dalton, Hugh||Henderson, W. W. (Middx., Enfield)||March, S.|
|Davies, E. C. (Montgomery)||Herriotts, J.||Marcus, M.|
|Davies, Rhys John (Westhoughton)||Hirst, G. H. (York W. R. Wentworth)||Markham, S. F.|
benches. The question raised by my hon. Friend seems to be one of great substance, indeed. As an ordinary backbencher I must join with him in registering a strong protest against a Clause of this kind for compulsory amalgamation, even where every party disagrees. I say that it is a dangerous proposition. Another matter that seems not to have been sufficiently considered is that of capital. Perhaps they are not familiar as to the way in which capital is raised for these undertakings. I do not wish to extend the Debate, but will content myself with these few words of protest.
|Marley, J.||Roberts, Rt. Hon. F. O. (W. Bromwich)||Sullivan, J.|
|Marshall, Fred||Romeril, H. G.||Sutton, J. E.|
|Mathers, George||Rosbotham, D. S. T.||Taylor R. A. (Lincoln)|
|Messer, Fred||Rowson, Guy||Taylor, W. B. (Norfolk, S. W.)|
|Millar, J. D.||Russell, Richard John (Eddisbury)||Thorne, W. (West Ham. Plaistow)|
|Mills, J. E.||Salter, Dr. Alfred||Tinker, John Joseph|
|Montague, Frederick||Samuel, Rt. Hon. Sir H. (Darwen)||Toole, Joseph|
|Morley, Ralph||Samuel, H. W. (Swansea, West)||Tout, W. J.|
|Morrison, Robert C. (Tottenham, N.)||Sawyer, G. F.||Townend, A. E.|
|Mort, D. L.||Scott, James||Turner, B.|
|Moses, J. J. H.||Sexton, James||Vaughan, D. J.|
|Mosley, Sir Oswald (Smethwick)||Shakespeare, Geoffrey H.||Viant, S. P.|
|Muff, G.||Shaw, Rt. Hon. Thomas (Preston)||Walkden, A. G.|
|Muggeridge, H. T.||Shepherd, Arthur Lewis||Walker, J.|
|Naylor, T. E.||Sherwood, G. H.||Wallace, H. W.|
|Newman, Sir R. H. S. D. L. (Exeter)||Shield, George William||Wallhead, Richard C.|
|Noel Baker, P. J.||Shiels, Dr. Drummond||Watson, W. M. (Dunfermline)|
|Oldfield, J. R.||Shillaker, J. F.||Wellock, Wilfred|
|Oliver, P. M. (Man., Blackley)||Shinwell, E.||Welsh, James (Paisley)|
|Owen, Major G. (Carnarvon)||Short, Alfred (Wednesbury)||Welsh, James C. (Coatbridge)|
|Owen, H. F. (Hereford)||Simmons, C. J.||Westwood, Joseph|
|Palin, John Henry.||Simon, E. D. (Manch'ter, Withington)||Wheatley, Rt. Hon. J.|
|Paling, Wilfrid||Sinkinson, George||Whiteley, Wilfrid (Birm., Ladywood)|
|Parkinson, John Allen (Wigan)||Sitch, Charles H.||Wilkinson, Ellen C.|
|Perry, S. F.||Smith, Alfred (Sunderland)||Williams, David (Swansea, East)|
|Pethick-Lawrence, F. W.||Smith, Ben (Bermondsey, Rotherhithe)||Williams Dr. J. H. (Llanelly)|
|Phillips, Dr. Marion||Smith, Frank (Nuneaton)||Williams, T. (York, Don Valley)|
|Potts, John S.||Smith, H. B. Lees (Keighley)||Wilson, C. H. (Sheffield, Attercliffe)|
|Price, M. P.||Smith, Rennie (Penistone)||Wilson, J. (Oldham)|
|Pybus, Percy John||Smith, Tom (Pontefract)||Wilson, R. J. (Jarrow)|
|Quibell, D. J. K.||Smith, W. R. (Norwich)||Winterton, G. E. (Leicester. Loughb'gh)|
|Ramsay, T. B. Wilson||Snell, Harry||Wood, Major McKenzie (Banff)|
|Raynes, W. R.||Snowden, Rt. Hon. Philip||Wright, W. (Rutherglen)|
|Richards, R.||Snowden, Thomas (Accrington)||Young, R. S. (Islington, North)|
|Richardson, R. (Houghton-le-Spring)||Stamford, Thomas W.|
|Riley, Ben (Dewsbury)||Stewart, J. (St. Rollox)||TELLERS FOR THE AYES.—|
|Riley, F. F. (Stockton-on-Tees)||Strachey, E. J. St. Loe||Mr. Hayes and Mr. Whiteley.|
|Ritson, J.||Strauss, G. R.|
|Acland-Troyte, Lieut.-Colonel.||Fermoy, Lord||Penny, Sir George|
|Albery, Irving James||Fison, F. G. Clavering||Pownall, Sir Assheton|
|Allen, W. E. D. (Belfast, W.)||Forestier-Walker, Sir L.||Ramsbotham, H.|
|Atholl, Duchess of||Fremantle, Lieut.-Colonel Francis E.||Reid, David U. (County Down)|
|Atkinson, C.||Ganzonl, Sir John||Richardson, Sir P. W. (Sur'y, Ch'te'y)|
|Baillie-Hamilton, Hon. Charles W.||Gibson, C. G. (Pudsey & Otley)||Russell, Alexander West (Tynemouth)|
|Baldwin, Rt. Hon. Stanley (Bewdley)||Graham, Fergus (Cumberland, N.)||Samuel, A. M. (Surrey, Farnham)|
|Balfour, Captain H. H. (I. of Thanet)||Grattan-Doyle, Sir N.||Samuel, Samuel (W'dsworth, Putney)|
|Balniel, Lord||Greene, W. P. Crawford||Sandeman, Sir N. Stewart|
|Bevan, S. J. (Holborn)||Gunston, Captain D. W.||Savery, S. S.|
|Birchall, Major Sir John Dearman||Hacking, Rt. Hon. Douglas H.||Simms, Major-General J.|
|Bird, Ernest Roy||Harvey, Major S. E. (Devon, Totnes)||Skelton, A. N.|
|Bourne, Captain Robert Croft||Haslam, Henry C.||Smith, Louis W. (Sheffield, Hallam)|
|Bowyer, Captain Sir George E. W.||Hennessy, Major Sir G. R. J.||Smith-Carington, Neville W.|
|Boyce, H. L.||Hope, Sir Harry (Forfar)||Somerset, Thomas|
|Braithwaite, Major A. N.||Howard-Bury, Colonel C. K.||Southby, Commander A. R. J.|
|Brass, Captain Sir William||Hudson, Capt. A. U. M. (Hackney, N.)||Spender-Clay, Colonel H.|
|Butler, R. A.||Hurd, Percy A.||Steel-Maltland, Rt. Hon. Sir Arthur|
|Cadogan, Major Hon. Edward||James, Lieut.-Colonel Hon. Cuthbert||Stuart, J. C. (Moray and Nairn)|
|Castle Stewart, Earl of||Jones, Sir G. W. H. (Stoke New'gton)||Sueter, Rear-Admiral M. F.|
|Cautley, Sir Henry S.||King, Commodore Rt. Hon. Henry D.||Thomas, Major L. B. (King's Norton)|
|Cayzer, Maj. Sir Herbt. R. (Prtsmth. S.)||Lamb, Sir J. O.||Thomson, Sir F.|
|Chadwick, Sir Robert Burton||Law, Sir Alfred (Derby, High Peak)||Todd, Capt. A. J.|
|Christie, J. A.||Leighton, Major B. E. P.||Train, J.|
|Courtauld, Major J. S.||Little, Dr. E. Graham||Turton, Robert Hugh|
|Courthope, Colonel Sir G. L.||Llewellin, Major J. J.||Ward, Lieut.-Col. Sir A. Lambert|
|Croft, Brigadier-General Sir H.||Long, Major Erie||Wardlaw-Milne, J. S.|
|Crookshank, Capt. H. C.||McConnell, Sir Joseph||Waterhouse, Captain Charles|
|Croom-Johnson, R. P.||MacRobert, Rt. Hon. Alexander M.||Wells, Sydney R.|
|Culverwell, C. T. (Bristol, West)||Maltland, A. (Kent, Faversham)||Williams, Charles (Devon, Torquay)|
|Cunliffe-Lister, Rt. Hon. Sir Philip||Mason, Colonel Glyn K.||Windsor-Clive, Lieut.-Colonel George|
|Dalkeith, Earl of||Merriman, Sir F. Boyd||Winterton, Rt. Hon. Earl|
|Dalrymple-White, Lt.-Col. Sir Godfrey||Mitchell, Sir W. Lane (Streatham)||Withers, Sir John James|
|Davidson, Rt. Hon. J. (Hertford)||Mond, Hon. Henry||Womersley, W. J.|
|Davidson, Major-General Sir J. H.||Monsell, Eyres, Com. Rt. Hon. Sir B.||Young, Rt. Hon. Sir Hilton|
|Davies, Dr. Vernon||Moore, Sir Newton J. (Richmond)|
|Dawson, Sir Philip||Moore, Lieut.-Colonel T. C. R. (Ayr)||TELLERS FOR THE NOES.—|
|Edmondson, Major A. J.||Muirhead, A. J.||Captain Margesson and Major the|
|Everard, W. Lindsay||Oman, Sir Charles William C.||Marquess of Titchfield.|
|Falle, Sir Bertram G.||Peake, Capt. Osbert|