196 SECRETARIAL PRACTICE

For the Stock Exchange regulations as to trust deeds, see
Appendix D.

The remedies of the debenture holder depend for the
most part on the provisions of the trust deed. The deed
generally provides that on default by the company the trustees
may enter, sell the property charged, and distribute the pro-
ceeds amongst the debenture holders. The trustees may be
plaintiffs in an action to enforce the charge, or one debenture
holder may generally sue on behalf of the class, in which case
the trustees as well as the company are defendants. In the
case of debenture stock where the certificate contains no
direct covenant with the stockholders, the stockholders
cannot enforce the covenant to pay. See Dunderland Iron Ore
Co. (1909), 1 Ch. 446, where it was held that such stockholders
are not creditors entitled to petition for winding up. Semble,
however, they would as beneficiaries be entitled to enforce
the provisions of the trust deed against the property. A
receiver can be appointed by the Court in proper cases, or by
the trustees under the power in the trust deed; a manager can
also be appointed where necessary. As to receivers and
managers, see pp. 205-208.

Debentures In the case of debentures secured without a trust deed the
secured security is created solely by a charge contained in the deben-
ny I ture itself, charging the property which is to be the security
* with the payment of the mortgage debt. The debenture

usually contains conditions providing for enforcing the security.

It seems doubtful whether the holder of debentures of this
class has the remedies of a mortgagee under the Law of
Property Act, 1925 [cf. Blakerv. Herts & Essex Waterworks Co.,
41 C.D. 399, a case of a statutory company]. Accordingly
the debenture usually provides that if the security becomes
enforceable, a majority of the debenture holders may exercise
the power of sale and of appointing a receiver (see below)
conferred by the Law of Property Act, 1925, s. 101, and that
they may enter into possession. A debenture holder may
oring an action on behalf of himself and other debenture
holders to enforce the security, and the Court may make a
declaration of the charge, appoint a receiver and sometimes
a manager (see below), direct necessary accounts and inquiries,
and order a foreclosure or sale of the mortgaged property.
A debenture holder may also bring an action in his own name
upon the covenant by the company contained in the debenture
to pay the principal and interest. He may also petition the
Court to wind up the company. When the principal and
interest are in arrear the debenture holder is entitled as between
himself and the companv to a winding up order ex debito