law. One topic here included is that of international administration, which receives the proper recognition denied it in most English and American works on international law.

Of the third, fourth and fifth volumes-the fifth deals with maritime relations-it may be said in general that they contain a great mass of material, good perhaps in itself, but entirely out of place in such a work, and that extraneous material fairly overwhelms and hides the good in them.

The sixth and seventh volumes, in which the relations of States in time of war are discussed, like everything else written before 1899 touching the subject, stand in need of revision since the first conference of the Hague. What is said however is quite in harmony with all the steps that have been taken toward regulating those relations. War, M. Pradier-Fodéré believes, cannot always be avoided, but nevertheless he is a strong supporter of arbitration, even going so far as to declare it the duty of governments to advocate it (VI, p. 376). The major portion of the eighth and final volume is devoted to the relations of belligerents in maritime war and less than a hundred pages to the relations with neutrals; but it is unlikely that it would have required a great deal to complete the subject, for most of the questions which have been commonly in the public mind as pertaining to the rights and duties of neutrality and neutrals, are discussed in the preceding volumes. This volume, despite its incompleteness, is probably the best and most useful of them all, containing as it does the results of the Hague conference in respect to a number of subjects, as well as a discussion of the prominent questions up to 1904. M. PradierFodéré's untimely death and the desire of his son to present the work as it came from his father's hand prevented the incorporation of any of the numerous and important questions which arose out of the RussoJapanese war.

In conclusion it may be said that M. Pradier-Fodéré was not a man of genius and he has not left the stamp of genius on this, his most important work. The Traité de droit international public européen et américain will never be ranked among the masterpieces, will never be looked upon as epoch-making; it is lacking in creative-power, and partakes too much of the character of an encyclopaedia; there are too many monographs on too many subjects only distantly related to

international law; there is lacking that unity and systematization necessary in a great achievement; yet the value and usefulness of a work of this character are undeniable and it will take rank along with Calvo as a rich source of information and discussion.

Its fundamental defect would seem to lie in the failure to grasp the modern conception of international law as real law, based exclusively upon the positive elements of the practice and agreements of the nations.

NOTES ON CURRENT LEGISLATION

MARGARET A. SCHAFFNER

Bank Depositors' Guaranty Fund. A law enacted in Oklahoma, December 17, 1907, provides for a guaranty fund for the protection of bank depositors. The fund is secured through an assessment of 1 per cent of the bank's daily average deposits (less the deposit of State funds properly secured) for the preceding year. If the fund is depleted from any cause, the State banking board is required to levy a special assessment to cover the deficiency. Every bank organized and existing under the laws of the State is made subject to the provisions of the act and any national bank in the State, approved by the bank commissioner, may voluntarily give its depositors the protection of the guaranty fund by complying with terms and conditions, in harmony with the purpose of the act, to be agreed upon by the State banking board, the bank commissioner, and the comptroller of the currency of the United States. British Companies Act. On August 28, 1907, the British parliament passed the act which is officially known as the Companies Act of 1907 (7 Edw. 7. c. 50). This act grew out of the limited company reforms which first found expression in the Companies Act of 1900, and is largely supplementary to that act. British limited company legislation is embodied in the Companies Act of 1862 and amendments. Until the Companies Act of 1900, these laws and amendments were enacted to further the interests of the companies, in the belief that commercial and industrial development was dependent upon freedom of company organization and management. The evils arising from secrecy of organization and management resulted in 1894 in an investigation by a committee of which Lord Davey was chairman. This committee was empowered "to inquire what amendments are necessary to the Companies Act to the better prevention of fraud in relation to the formation and management of companies." After a careful investigation the committee reported its conclusions together with a draft bill in June, 1895 (Parl. Papers, vol. 88, 1895). The draft bill reported went through a long period of parliamentary incubation and finally emerged in the Companies

Act of 1900, considerably changed and weakened, but in the main following the recommendations of the committee. The act was essentially one of publicity, it being argued that while "the legislature cannot supply the people with prudence, judgment or business habits * * * yet it must be generally acknowledged that a person who is invited to subscribe to a new undertaking has practically no opportunity of making an independent inquiry," and hence is at the mercy of unscrupulous managers. The law was criticised at the time as being unlikely to be effectual on account of the looseness and vagueness of its provisions. It was predicted' that it would make plenty of work for the courts and that its loopholes would enable its main provisions to be nullified. After a trial of seven years this opinion seems to be confirmed by the enactment of the law under consideration.

The new act interprets the existing law in many provisions where the courts have found it faulty. It amends important provisions which have been shown by experience to be ineffective, and supplements and strengthens by new provisions. Perhaps the most significant feature is the substitution of criminal for civil liability in case of companies or officers violating the law. From the standpoint of enforcement the act makes a distinct advance. The main provisions of the act are those relating to private companies, prospectuses and allotments, regulation and registration of debentures, payment of interest from capital and of commissions, duties of auditors, reports and balance sheets, foreign companies, general meetings, voluntary winding up, and duties and liabilities of directors. The act in the main follows the outline of the Companies Act of 1900.

PROSPECTUSES. Where a company does not issue a prospectus, a statement must be filed with the registrar in lieu thereof, signed by every director or proposed director. The main provisions of the Companies Act of 1900 are made to apply to all companies whether or not they issue an invitation to the public to subscribe, and no allotment is permitted until the minimum subscription has been secured. In place of the provision which made an attempt to separate companies which issue invitation to the public to subscribe from those which do not, it is provided that the law is not to apply to "private companies." A private company is defined as being "one which restricts the right to transfer its shares; limits the number of its members to fifty, and prohibits any invitation to the public to subscribe for any shares or debentures of the company."

1 Barlow, "The New English Companies Act," Econ. Jour., vol. XI, p. 180, 1901.

Certificates of all shares, debentures, and certificates of all debenture stock allotted or transferred must be prepared within two months following registration, but relief may be granted by the courts for mistakes or omissions. All companies and their officers are made criminally liable for failure to comply with the provision of these sections. SHARES AT DISCOUNT AND COMMISSIONS. Discounts and commissions may be paid to sub-underwriters by any agent, vendor, or promoter, and it is declared that that power has always existed. All discounts and commissions must be stated in the summary required by the act of 1862 and appear on every balance sheet until "written off." This provision is to apply to companies which do not issue an invitation to the public to subscribe provided it is permitted by the company and the amounts specified in prospectuses or statement.

PAYMENT OF INTEREST OUT OF CAPITAL. This is permitted in case of shares of a company issued for buildings or provision of plants "which cannot be made profitable for a lengthened period," if it is authorized by the articles of association or by special resolution of the company and sanctioned by the board of trade after an investigation at the expense of the company. Such payments are to be made for a period not extending "beyond the close of the half year after the actual completion of the buildings or plant." The rate is fixed at a maximum of 4 per cent, the actual rate to be prescribed by order in council. Payments of such interest are not to operate to reduce the amount paid on shares in respect of which it is paid, and the accounts are to show the important data of such transactions.

MORTGAGES AND CHARGES. The provisions relating to mortgages and charges of the Companies Act of 1900 are increased and strengthened. Mortgages or charges on "any land wherever situate, or any interest therein, or a mortgage or charge on any book debts of the company" are added to the section enumerating the requirements of registration. All specified mortgages and charges enumerated are void against the liquidator and any creditor of the company unless "the prescribed particulars of the mortgage or charge together with the instrument (if any) by which the mortgage or charge is created or evidenced are delivered to or received by the registrar for registration within twenty-one days from the date of its creation, and if a mortgage is made void by such failure the money secured thereby becomes immediately payable. This new law also makes provision for registration of mortgages and of charges made outside or inside of the United Kingdom on property situated outside the United Kingdom. Negotiable instruments given to secure