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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Chapter

Document type:: Monograph

Structure type:: Chapter

Title:: Chapter V. Capital and shares

Collection:: Economics Books

38 SECRETARIAL PRACTICE this section must be made within seven days after the consent was given or the resolution passed. The Court must confirm the variation unless it is satisfied that having regard to all the circumstances of the case the variation would unfairly prejudice the shareholders of the class represented by the applicant and there is no appeal from an order of the Court under this section. A copy of any order of the Court under this section must be forwarded by the company to the Regis- trar of Companies within 15 days after the making of the Order. The expression ‘variation’ in this section includes ‘abrogation.’ It will be noticed that the onus of proof is on the dissentient minority. Shares may be divided into any number of classes, e.g. Preferred, Ordinary, ‘A’ Preference, ‘B’ Preference, and so forth. The preferential right is generally in respect of capital and of dividend, but the right may be of any kind, e.g. in respect of voting power. These rights are entirely separate, and the possession, e.g. of preferential rights as to dividend, gives no similar right in the distribution of capital [Simpson v. Palace Theatre (1893), 69 L.T. 70]. Primd facie where a preferential dividend is provided for, it is cumulative [Webb v. Earle (1875), 20 Eq. 556]; i.e. a deficiency in one year can be paid out of the profits of a subsequent year before the ordinary shareholders receive anything; but if it is provided by the memorandum that the holders of preference shares shall be entitled out of the net profits of each year to a preferential dividend at a certain rate, then such dividend is not cumulative [Staples v. Eastman Photographic Materials Co. (1896), 2 Ch. 303; see also Adair v. Old Bushmills (1908), W.N. 24]. Where capital is reduced, the presumption is that the loss is to be borne as between classes of shareholders in the same way as loss of capital, but the Court can sanction anv reduction it thinks fair. Special voting rights can be attached to different classes of shares, and it has been held that these are alterable, when given by the articles [re James Colmer (1897), 1 Ch. 524]. The question sometimes arises whether preference shares are entitled in the absence of express provision to participate in the distribution of surplus assets after all capital has been repaid. In each case it is a question of construction of the memorandum and articles. The authorities are difficult to reconcile; the latest decision, in which all the authorities are reviewed is in Collaroy Company v. Giffard (1928), Ch. 144.

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