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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Document type:: Monograph

Structure type:: Chapter

Title:: Chapter VI. Prospectus and allotment

Collection:: Economics Books

PROSPECTUS AND ALLOTMENT 49 money subscribed is returnable to the subscribers without interest, and if any of the money has not been returned within forty-eight days from the issue, the directors are jointly and severally liable to return it with interest at 5 per cent. from the forty-eighth day. = A director, however, is not liable, if he proves that the default was not due to any misconduct or negligence on his part. Any provision binding an applicant to waive compliance with this sub- section is void, [s. 39 (5)] S. 39 (4) only applies before allotment has taken place; after allotment the only remedies available are under s. 41 [Burton v. Bevan (1908), 2 Ch. 240]. S. 39 does not apply to any allotment of shares subsequent to the first allotment of shares offered to the public, [s. 39 (6).] S. 41 (1) provides that an allotment made, in the case of a company making a public issue of shares without the minimum subscription being subscribed, or the necessary application money received, or, in the case of a company not issuing a prospectus or not having allotted any of the shares offered for public subscription, without a statement in lieu of prospectus being delivered to the Registrar, may be voidable by the applicant at any time up to one month from the holding of the statutory meeting or, where the company is not required to hold a statutory meeting or the allotment is made after the statutory meeting, within one month from the date of allotment, notwithstanding that the company may be in liquidation. Notice of avoidance within the month, followed by prompt legal proceedings, is sufficient; the proceedings need not be actually commenced within the month [National Motor Mail Coach (1908), 2 Ch. 228]. Under the Act of 1go8 it was held that the limit of one month did not apply to companies registered before the Act of 1900, and making a public issue after the Act, since such companies could not hold a statutory meeting. Consequently it was held that in such cases an irregular allotment could be avoided at any time [Finance and Issue v. Canadian Produce Corporation (1905), 1 Ch. 37]. This cannot arise under the new Act, as express provision is made to meet the case of a company not required to hold a statutory meeting. By s. 41 (2) a director who knowingly contravenes, or permits or authorises an allotment in contravention of any of the provisions of sections 39 or 40 is liable to compensate both the company and the allottee for any loss, damages or costs sustained or incurred thereby. Proceedings to recover any such loss, damages or costs must be commenced within two years from the date of the allotment. It would appear that the amount of damages to which an allottee is entitled

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