OTHER MATTERS RELATING TO SHARES og 
form of a letter from the underwriter addressed to the pro- 
moter of the company undertaking, in consideration of a com- 
mission to be paid in any event, to take up a certain number of 
shares, or a proportion of them, if not subscribed for by the 
public. Whether such letter amounts to a concluded con- 
tract, or whether it is merely. an offer, the acceptance of which 
must be communicated to the underwriter, depends upon its 
terms [Consort Deep Level Gold Mines (1897), 1 Ch. 575]. 
In practice it is occasionally arranged to pay a broker or 
other person (say) # per cent. overriding commission for his 
procuring others to underwrite, and to pay to the underwriters 
(say) 2 per cent. for their underwriting or conditional applica- 
tion. A better and more usual course, however, is for the 
company to enter into a contract with some individual 
or syndicate to procure underwriting, to the satisfaction of the 
company, for the whole number of shares to be underwritten, 
the consideration being a lump sum; thereupon the individual 
or syndicate enters into sub-underwriting contracts with others 
to cover the liability undertaken on such terms as are thought 
fit. The prospectus in such a case usually states that ‘sub- 
underwriting contracts have been entered into to which the 
company is not a party.” This statement avoids the necessity 
of disclosing particulars of the sub-underwriting contracts 
which are often numerous; but if it is made, care must be 
taken to see that the underwriting agreement is so framed 
that the statement is true. It might be held to be untrue 
if the underwriting agreement contained a clause releasing the 
underwriters on the acceptance by the company of sub- 
underwriters’ applications and cheques. In any event such 
a clause is most undesirable. The underwriters should be in 
a position to know whether their sub-underwriters are sub- 
stantial persons and should be made to guarantee their 
solvency. 
It is provided by s. 44 that ‘Where a company has paid 
any sums by way of commission in respect of any shares or 
debentures, or allowed any sums by way of discount in 
respect of any debentures, the total amount so paid or allowed, 
or so much thereof as has not been written off, shall be stated 
in every balance sheet of the company until the whole amount 
thereof has been written off.’ 
The register of members (s. 95), and the index thereto 
(s. 96), must be kept at the company’s registered office, and 
(except when closed pursuant to s. gg) must be open during 
business hours to the inspection of any member without 
fee. Any other person may inspect it on payment of a 
fee not exceeding one shilling for each inspection. The 
Register of 
Members.