Secretarial practice

Bibliographic data

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 IX. Other matters relating to shares

Collection:: Economics Books

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.

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