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 XIX. Reconstruction and schemes of arrangements

Collection:: Economics Books

RECONSTRUCTION 217 their existing debentures, and arrangements can be made for a sufficient amount of debentures of the new company to be underwritten to pay off those who object. As regards unsecured creditors, they may be asked to accept the liability of the new company instead of that of the old company. As a rule the scheme will provide for the new company taking over the liabilities of the old company, and any creditors who do not accept the new company as their debtor, will be paid. A shareholder who is injured may apply for an injunction to restrain the carrying out of the scheme [Clinch v. Financial Corporation (1868), 4 Ch. App. 117]; but when the agreement has been executed the unfairness of the scheme is not a ground on which the Court will make an order for winding-up though it may adjourn the hearing of the petition to give the share- holder an opportunity of challenging the validity of the scheme by an action [Imperial Bank of China (1866), 1 Ch. App. 339]. If, however, the agreement has not been executed and the scheme is unfair, a compulsory order may be made {Consolidated South Rand Mines Deep (1909), I Ch. 491]. In a reconstruction under s. 234 a practical difficulty arises where the shares, or some of them, upon which it is desired to make an assessment, are represented by warrants to bearer. In a case of this kind, extensive advertisement is necessary, and a much longer period must be allowed, during which a shareholder is to be entitled to claim his allotment, than where the shares are all registered. Seeing that a reconstruction of this kind almost invariably involves the allotment of shares, either wholly or partly paid, the provisions of s. 42 of the Act must be complied with, and within one month after the allotment the written contract constituting the title of the allottee to the allotment must be delivered to the Registrar, and the other returns prescribed by the section made. This appears to necessitate the execution of a contract between the new company and a trustee for the allottees, which, together with the reconstruction agreement, will have to be filed. If, however, the reconstruction agree- ment provides for the allotment to the liquidator of the shares in the new company, no supplementary contract will b- necessary. Where the object of the reconstruction is to obtain fresh working capital, it is frequently necessary to resort to under- writing. Under the Act of 1900 the payment of underwriting commission on a reconstruction was held to be illegal as such commission could only be paid on shares offered to the public for subscription. Under the Act of 1908 and under s. 43 of the Act of 1929 there was and is no such difficulty. It Under- writing on Reconstruc- tion.

Access restriction

Copyright

fullscreen: Secretarial practice

Monograph

Chapter

Table of contents

Download

Monograph

Chapter

This page

Image fragment

Citation links

Citation recommendation