COMPANY LAW. MR. C. B. MORISON'S MANUAL.

Evening Post, Volume LXVII, Issue 147, 22 June 1904, Page 5

COMPANY LAW. MR. C. B. MORISON'S MANUAL.

Mr. G. B. Moriaon, whoso services in connection with the drafting and shaping of the Companies Act which was passed last session are well known, has added to the obligations of the public by the elaborate manual on the subject which is now before us. In addition to hia general knowledge of the law aaquired during many years of successful practice at the Bar, Mr. Morison, during his recent vibit to the Old Country, devoted several months to' the special study of English company iaw and practice in a leading barrister's chambers in London ; and the qualification.'* tints acquired had turned his mind to tho compilation of a treatise on the .subject before ho was called to take a hand in framing last year's Bill. The work was indeed almost ready for publication when, as lie says in his preface, " the pa/ftiug of the Companies Act, 1903, necewiftatcd revision of tho^ whole work, and a reprint of tho greater part of it." A calamity which would have been fatal to many undertakings is merely mentioned by the author by way of apology to subscribers who expected the book last year, but they will all surely feel that it is not pardon, but honbur to which he is entitled for the brave renewal of his frustrated labours. Now rlmi the work in its final shape is before us, Mr. Morison is ako entitled to credit for the intrinsic excellence of what we believe will prove of real value to those for whom it is intended. In a modest prefatory note, the writer disclaims any intention of supplying a work to t-iike the place "in N-ew Zealand of the standard English text-books. Ho " has striven to deal with»every branch of the subject fiom a practical standpoint," and he has had the needs of the layman us much as those of tho lawyer in view throughout. We certainly know of no more useful guide for the piomoter, director, or shareholder for the everyday emergqneies' which are constantly puzzling the layman, and often do not justify tho expense of legul advice, Mr Palmor's larger woiks aro perfect oyclopiedias of forms and authorities absolutely indispensable to the practitioner, and he has also edited a small handbook to servo as a practical guide for diiectors and others ; but- Mr. Morison's book is, a useful mean between the embarrassing riches of the one and the meagroness of the other, and its practical directions are enforced by the citation, and critical examination of authorities, both English and colonial. At the same time it shares with Mr. Justice Buckloy's book the advantage of an analytical arrangement, which follows that of the Act, and, therefore, greatly facilitates the ta.sk of reference. The iirst 318 pages comprise what may bo called tho treatiso proper, of which "tie chief heads aro " The Formation and Kstablishment of a Company," ',' Membership and ita Incidents," " Management of the Company's Business." and " Winding-up and Dissolution." About as many pages more aro occupied by the full text, of the Companies Act, 1903, tho Winding-up Rules, tho Mining Companies Acts, and a special chapter on Mining Companies. A feature "of immense value in connection with tho reprint of the Companies Act is the marginal commentary which indicates with regard to each section whether it is new or old, where, if it ia old, tho corresponding provision in the repealed New Zealand legislation or in tho Imperial Acts are to be found, and also where the questions laised by the section ure discussed in the English textbooks, as well as in the writer's own treatise. A lawyer's learning consists very largely in knowing where to iind his law*; it is of the nature of that " index-lea ruing " which, without mastering every particular of a limitless ptudy, "y<t holds the col of science by the tail." A good luw-book must not only have a good, index, but must be to a large extent a, good ii.dcx in it*elf. To this end oyderly nnd natural, classification, carefully selected headings to chapters ami pages, a current marginal analysis, hud the various devices which attract the eye, fix the attention, aud expedite reference, become an essential part of the merits ; and in these respects, which require good subediting, to bo supplemented by excellence of mechanical reproduction, we have no hesitation in saying that the book can hdld its own with the best of the English manuals. Reverting more specifically to tho subject mntter of tho work, while space will not admit of detailed treatment, we may make speci.il, mention of the introduction, which makes a summary of the leading features of company law in fourteen propositions — a useful piece of analysis, for tho like of which we should not know wheie else to turn. ; of the " Preliminary Notes," in which the ciiM changes introduced by tho Act of last year nro indicated and described ; of tho elaborate table showing the manner in which every section in the repealed Acts has been treated; and of the "Practical Directions for Registration," -which tabulate tho various neccs.<a.iry steps in iv manner that will be welcomed b,y many laymen and not a few practitioneis. Particular interest also attaches to the chapter on private companies which are given a special statutory footing in the new Act, on the suggestion, we understand, of Mr. Morison himself. In his -citation of authorities — which, by the way, like the olher parts of the book, are fully indexed — the writer s-hows himself thorough but not slavish ; and more than once he claims to have caught New Zealand Judges tripping, suppoiting his contentions by eminent English authority. XX 1 * o have pleasure in welcoming a work which rpllerts much credit, not only on tho author, but on all concerned in its production