Secretarial practice

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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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Chapter

Document type:: Monograph

Structure type:: Chapter

Title:: Chapter XVIII. Mortgages, debentures and receivers

Collection:: Economics Books

MORTGAGES, DEBENTURES AND RECEIVERS 195 company; (3) a fixed charge on some and a floating charge on other parts of the property of the company. In the case of debentures secured by trust deed the specific property which is to be the security is either demised to or charged by way of legal mortgage in favour of trustees upon trusts for the benefit of the debenture holders, and the deed prescribes the terms and conditions on which the security is to be held, and, if need be, enforced, by the trustees. The debentures themselves, by one of the conditions endorsed thereon, declare the holders to be entitled pari passu to the benefit of, and subject to the provisions in, the trust deed, the terms of which are thus incorporated in the debentures. The debentures, even though a specific charge is created by the trust deed, often contain a general charge on the under- taking of the company. The advantages of a trust deed are that a legal mortgage can be created in favour of the trustees, and that they, as repre- senting the whole body of debenture holders, can act more conveniently on their behalf. The trust deed also usually contains provisions for the calling of meetings of the debenture holders at which a specified majority (usually three-fourths) is able by resolution to bind the minority, and such provisions are valid [Follit v. Eddystone Granite Quarries (1892), 3 Ch. 75). Buta majority will not be allowed to exercise its voting power in such a way as to defraud a minority [New York Taxicab Co. (1913), t Ch. 1]. The powers given to the majority should, however, be strictly defined, as the Court will refuse to allow the will of the majority to override that of the minority except in regard to matters definitely provided for in the trust deed, e.g. a power to release the mortgaged premises does not include a power to release the company; a power to modify the rights of the debenture holders does not include a power to relin- quish their rights; a power to compromise their rights pre- supposes some dispute about them, or difficulty in enforcing them, and cannot be exercised where there is no such dispute or difficulty [Mercantile Investment Trust Co. v. International Co. of Mexico (1891), reported in footnote to Sneath v. Valley Gold (1893), 1 Ch. 477)). Moreover, even if the modification is within the express provisions of the deed, the resolution effect- ing the modification may not be upheld if it is only carried by the vote of a debenture holder with a special interest in s>curing the modification [British American Nickel Corporation v. M. J. O’Brien, Ltd. (1027), * ©. 369; but see Goodfellow v Velson Line (1912), 2 Toor Debentures secured by Trust Deed

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