OTHER MATTERS RELATING TO SHARES 97 
under (i) (above), where there is a public issue, and with the 
conditions under (ii) (above), where there is not a public issue. 
The following points are to be noticed as regards under- 
writing generally: 
The commission may be paid in consideration of (a) an 
absolute subscription, 7.e. in effect shares may be issued 
firm at a discount (see below); or (b) a conditional subscrip- 
tion, 7.e. underwriting; or (c¢) an agreement to procure either 
form of subscription, 4.e. an overriding commission. 
Not only may shares not be applied, but the proceeds of 
shares issued may not be used, in payment of commission, 
unless the terms of the Act are complied with [Shoris v. 
Colwill (1909), 101 L.T. 5098]. 
Options to subscribe additional shares at par or at a premium 
price in consideration of subscribing part of the capital of a 
company are not affected by the Act. Such options are not 
an application of the shares or capital money of the companv 
within the prohibition [Hilder v. Dexter (1902), A.C. 474]. 
Under the Act of 19o8 shares could not be issued at a Issues at a 
discount except in so far as the payment of a commission in Discount. 
consideration of an absolute subscription was authorised by 
the Act [Ooregum Gold Co. v. Roper (1892), A.C. 125], and a 
colourable attempt to issue shares at a discount, purporting 
to be merely the payment of a commission as authorised by 
the Act, was restrained [Keatinge v. Paringa Consolidated 
Mines (1902), W.N. 15]. 
Under the Act of 1929 (s. 47) shares can be issued at a 
discount subject to the following conditions: 
(i) The shares issued must be shares of a class already 
issued. 
No such issue can be made until one year has elapsed 
from the date on which the companv was entitled to 
commence business. 
(iy The issue must be authorised by resolution of the 
company in general meeting and the resolution must 
specify the maximum rate of discount. 
(iv) The issue must be sanctioned by the Court. 
(v) The issue must be made within one month after the 
sanction of the Court is obtained or within such 
extended time as the Court may allow. 
Where an issue of shares can be underwritten for a com- 
mission of ten per cent. or less, it is unlikely that recourse 
will be had to this section as the desired result can be achieved 
under s. 43 without recourse to the Court.