Secretarial practice

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Monograph

Identifikator:: 1828236004

URN:: urn:nbn:de:zbw-retromon-249926

Document type:: Monograph

Title:: Secretarial practice

Edition:: fourth edition

Place of publication:: Cambridge

Publisher:: W. Heffer & Sons Ltd

Year of publication:: 1930

Scope:: viii, 987 Seiten

Digitisation:: 2022

Collection:: Economics Books

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Document type:: Monograph

Structure type:: Chapter

Title:: Chapter VI. Prospectus and allotment

Collection:: Economics Books

50 ~ SECRETARIAL PRACTICE is the difference between the price paid for the shares and their real value at the time of allotment, such value being ascertained in the light of subsequent events. The loss to the company would appear to be the total nominal value of the shares if the applicant avoids the allotment. The meaning of ‘knowingly’ should not be overlooked. It means ‘with knowledge of the facts.’ ‘Ignorance or mistake of law cannot be admitted as an excuse for disobeying an Act of Parliament’ [see Twycross v. Grant (1877), 2 C.P.D. 469]. It would seem, then, that when once it has been proved that a director or other official of a company knows the facts, 7.e. that shares have been allotted in a particular manner, it must be assumed that he knows whether the particular manner adopted is the right method, and if it contravenes the law he will be liable. This chapter has thus far dealt with first allotments. It now remains to deal with other provisions of the Act, which relate to all allotments. In the case of a company making an offer of shares to the public, 4.e. issuing a prospectus, or its equivalent, the provision that the amount payable on application is not to be less than 5 per cent. of the nominal amount of the share [s. 39 (3)] applies to subsequent public issues as well as to the first [s. 39 (6)]. And the important requirements of s. 42 apply to all allotments by all public companies. Sub- sections (1) and (2) of that section run as follows: — Return as to (1) Whenever a company limited by shares or a company Allotments. }iited by guarantee and having a share capital makes any allotment of its shares, the company shall within one month thereafter deliver to the Registrar for registration— (a) a return of the allotments, stating the number and nominal amount of the shares comprised in the allot- ment, the names, addresses, and descriptions of the allottees, and the amount (if any) paid or due and payable on each share; and in the case of shares allotted as fully or partly paid up otherwise than in cash, a contract in writing con- stituting the title of the allottee to the allotment, together with any contract of sale, or for services or other consideration in respect of which that allot- ment was made, such contracts being duly stamped; and a return stating the number and nominal amount of shares so allotted, the extent to which they are to be treated as paid up, and the consideration for which they have been allotted.

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