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 VII. Offers for sale and kindered matters

Collection:: Economics Books

CHAPTER VII OFFERS FOR SALE AND KINDRED MATTERS Offers for sale under 8. 38. UNDER the law in force prior to the Companies Act, 1928, it was a common practice for a company to accept the offer of a single subscriber for the whole of an issue of shares or debentures, leaving the subscriber to make an offer for sale of such shares or debentures to the public. Such offer for sale was not a prospectus within the Companies (Consolidation) Act, 1908, and accordingly none of the provisions of that Act as to prospectuses or as to the liability of directors for mis- statements in a prospectus applied to such offer for sale. The only remedies open to a purchaser in the event of his being misled by some misrepresentation in the offer for sale were (a) rescission if he discovered the truth while rescission was possible, and (b) an action for deceit if he could prove that the misrepresentation had been made fraudulently. Under the new law (see s. 38 of the Companies Act, 1929) these remedies are preserved and it is further provided that where a company allots or agrees to allot any shares in or debentures of a company with a view to all or any of such shares or debentures being offered for sale to the public, the document by which such offer for sale is made shall for all purposes be deemed to be a prospectus issued by the company. Accordingly s. 34 (as to filing) s. 35 (1) and the Fourth Schedule (as to particulars to be included in prospectus), s. 35 (2) (as to the invalidity of a waiver clause), s. 36 (as to restrictions or alterations of terms of contracts mentioned in the prospectus), and s. 37 (as to the liability of directors, etc., for statements in a prospectus) will apply to such an offer for sale. In addition to the matters required by s. 35 to be included in a prospectus the offer for sale must state [see s. 38 (3)] (i) the net amount received or to be received by the company in respect of the shares or debentures to which the offer relates, and (ii) the place and time at which the contract for the allotment of such shares or debentures may be inspected. Under s. 38 (2) the fact that the offer for sale of the shares or debentures is made within six months after

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