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

Usage license:: Get license information via the feedback formular.

Chapter

Document type:: Monograph

Structure type:: Chapter

Title:: Chapter IX. Other matters relating to shares

Collection:: Economics Books

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.

Access restriction

Copyright

fullscreen: Secretarial practice

Monograph

Chapter

Table of contents

Download

Monograph

Chapter

This page

Image fragment

Citation links

Citation recommendation