OTHER MATTERS RELATING TO SHARES o5
Court of Appeal granted an injunction subject to payment into
Court of £500, the amount due on the shares being £3,850.

Closely akin to the subject of forfeiture is that of the
surrender of shares. The law upon this subject was for some
considerable time thought to have been authoritatively
settled by the Court of Appeal and to be as summarised in the
following extract: ‘Every surrender of shares, whether fully
paid up or not, involves a reduction of capital, which is un-
lawful, except when sanctioned by the Court under the
Companies Acts of 1867 and 1877. Forfeiture is a statutory
exception, and is the only exception. For I regard a sur-
render, under circumstances which would justify a forfeiture,
as merely equivalent to a forteiture’ [per Cozens-Hardy,.L].,
in Bellerby v. Rowland and Marwood Steamship Co. (1902)
2 Ch. 14, at p. 32].

A surrender of shares already liable to forteiture had been
held to be valid [Trevor v. Whitworth (1887), 12 A.C. 409];
and since a company could not prior to 1st November, 1929,
in any circumstances issue its shares at a discount [Ooregum
Gold Co. v. Roper (1892), A.C. 125], the principle was in-
volved that a company could not by any device relieve a
shareholder from the liability to pay the full amount due
on his shares [Bellerby v. Rowland & Marwood Steamship
Co. (above)].

But it has been held by Warrington, J., that, where a
company has power by its articles to accept a surrender of old
shares in exchange for new, fully paid shares may be validly
surrendered, and new shares of the same nominal value
issued as fully paid to the holder in exchange [Rowell v.
John Rowell & Sons (1912), 2 Ch. 609; in which case the
surrendered shares were not cancelled, but were subject °
be re-issued by the company].

The important subject of the payment of commissions on
the issue of shares is dealt with in s. 43 of the Act, to which
reference may be made. The interpretation of the section
is in some respects difficult, but it is believed that the following
is a correct summary of the present law as to the payment
of underwriting commissions, both by the company and by
vendors and promotors:

I. By the Company.—
(1) Where there is a public issue.
The following conditions must be complied with:
(a) The articles either as originally framed, or as altered
by special resolution must authorise payment of the
commission

sR

Surrender.

Underwriting
Nfommissions.