« EelmineJätka »
and Ascomycetes,-Eurotium, Erysiphe, Peziza, &c.,—but water-works, or gas-works, and governed by the Companies also established the existence of Parthenogenesis and Apo Clauses Acts, have only limited powers of borrowing. gamy on so firm a basis that it is doubtful if all the The indefiniteness of an implied power of borrowing, combined workers who have succeeded him, and who have even when it attaches, has led to a general power of borrowbrought forward contending hypotheses in opposition to ing being usually inserted in a company's memorandum of his views, have succeeded in shaking the doctrine he association. It is left to the articles to define the amount established before modern cytological methods existed. to be borrowed, the nature of the security, and the condiIn one case, at least (Pyronema confluens), the most tions, if any, such as the sanction of a general meeting of recent and skilful investigations, with every modern appli- shareholders, on which the power is to be exercised. ance, have shown that De Bary described the sexual Under the Companies Act, 1900, a company cannot organs and process accurately.
exercise any borrowing power until it has fulfilled the It is impossible here to mention all the discoveries conditions prescribed by the Act entitling it to commence made by De Bary. He did much work on the Chytridieæ, business. A person who is proposing to lend money to a Ustilagineæ, Exoasceæ, and Phalloideæ, as well as on that company must be careful to acquaint himself with any remarkable group the Myxomycetes, or, as he himself regulations of this kind, and to see (1) that the memorandum termed them, Mycetozoa, almost every step of which was and articles of association authorize borrowing, and (2) that of permanent value, and started lines of investigation which the borrowing limit is not being exceeded, for if it should have proved fruitful in the hands of his pupils. Nor turn out that the borrowing was in excess of the company's must we overlook the important contributions to Algology powers and ultra vires, the company cannot be bound, contained in his earlier monograph on the Conjugatæ and the borrower's only remedy is against the directors for (1858), and investigations on Nostocaceæ (1863), Chara breach of warranty of authority, or to be surrogated to the (1871), Acetabularia (1869), &c. De Bary seems to have rights of creditors paid out of the borrowed moneys. A held aloof from the Bacteria for many years, but it was company proposing to borrow usually issues a prospectus, characteristic of the man that, after working at them in similar to the ordinary share prospectus, stating the amount order to include an account of the group in the second of the issue, the dates for payment, the particulars of the edition of his book in 1884, he found opportunity to bring property to be comprised in the security, the terms as the whole subject of Bacteriology under the influence of to redemption, and so on, and inviting the public to subhis genius, the outcome being his brilliant Lectures on scribe. Underwriting is also resorted to, as in the case Bacteria in 1886. De Bary's personal influence was of shares, to insure that the issue is taken up. There immense. Every one of his numerous pupils was is no objection to a company issuing debentures or dethusiastic in admiration of his kind nature and genial benture stock at a discount, as there is to its issuing its criticism, his humorous sarcasm, and his profound insight, shares at a discount. It must borrow on the best terms it knowledge, and originality.
can get. A prospectus inviting subscriptions for deben
tures or debenture stock comes within the terms of the Memoirs of De Bary's life will be found in Bot. Centralbl. 1888, vol. xxxiv. p. 93, by Wilhelm ; Ber. d. d. bot. Ges. vol. vi., 1888,
Directors Liability Act, 1890, and persons who are parties p. viii, by Reess, each with a list of his works ; Bot. Zeitung, 1889, to it have the onus cast upon them, should the prospectus vol. xlvii., No. 3, by Graf zu Sohms-Laubach. (H. M. w.) contain any misstatements, of showing that, at the time
when they issued the prospectus, they had reasonable Debentures and Debenture Stock grounds to believe, and did in fact believe, that the stateAn advantage incident in Great Britain to incorporation ments in question were true; otherwise they will be liable under the Companies Acts is found in the facilities which to pay compensation to any person injured by the misit affords a trading concern for borrowing on debentures statements. or debenture stock. More than four hundred millions of The usual mode of borrowing by a company is either on money are now invested in these forms of security. Borrow debentures or debenture stock. Etymologically, debenture ing is not specifically dealt with by the Companies Acts is merely the Latin word “debentur,”—the first word in a at all, but that it was contemplated by the Legislature is document in common use by the Crown in early times evident from the provision in sect. 43 of the Act of 1862 admitting indebtedness to its servants or soldiers. This for a company keeping a register of mortgages and charges. was the germ of a security which has now, with the exThe policy of the Legislature in this, as in other matters pansion of joint-stock company enterprise, grown into an connected with trading companies, was apparently to instrument of considerable complexity. leave the company to determine whether borrowing should The Floating Debenture.—The form of debenture chiefly or should not be one of the objects defined expressly in use at the present day is that known as the floating or by implication in the memorandum of association. debenture. By it the company covenants to pay to the company cannot borrow unless it is expressly or impliedly holder thereof the sum secured by the debenture on a authorized to do so by its memorandum. In the case of specified day (usually ten or fifteen years after the date of a trading company borrowing is impliedly authorized as a issue), or at such earlier date as the principal moneys benecessary incident of carrying on the company's business. come due under the provisions of the security, and in the Thus a company established for the conveyance of passengers meantime to pay interest until repayment, or until the and luggage by omnibuses, a company formed to buy and security becomes enforceable under the conditions; and run vessels between England and Australia, and a company the company further charges its undertaking and all its whose objects included discounting approved commercial property and assets, including its uncalled capital, with bills, have all been held to be trading companies with an in the payment of the amount secured by the debentures. cidental power of borrowing as such to a reasonable amount. The word “property” by itself will not cover uncalled A building society, on the other hand, has no inherent capital. This is the body of the instrument; on its back power of borrowing, though a limited statutory power is endorsed a series of conditions, constituting the terms was conferred on such societies by the Building Societies on which the debenture is issued. Thus the debentureAct, 1874; nor has a society formed not for gain but holders are to rank pari passu with one another against to promote art, science, religion, charity, or any other the security; the debenture is to be transferable free useful object. Public companies again, formed to carry from equities between the company and the original holder; out some undertaking of public utility, such as docks, the charge is to be a floating charge, and is to be enforce
able in certain events : for instance, if the interest is in mortgages and charges, open for the inspection of creditors. arrear for three months, or if a winding up order is made It is also bound now, under the Companies Act, 1900, to against the company, or a resolution for winding up is register with the registrar of joint-stock companies at passed. Other events are sometimes added accelerating Somerset House all mortgages and charges of certain payment. The conditions also provided for the mode and specified kinds made by the company, otherwise the form of transfer of the debentures, the death or bankruptcy security will be void. of the holder, the place of payment, &c. The term “float Debentures Registered and to Bearer. — Debentures are ing charge” is used to distinguish it from one that is fixed. usually of two kinds—(1) registered debentures, and (2) The charge attaches as soon as the debenture is issued, debentures to bearer. Registered debentures are transferbut it attaches to the assets for the time being only, i.e., able only in the books of the company. Debentures to it leaves the company free (or, to put it otherwise, gives bearer are negotiable instruments, and pass by delivery. it a licence) to sell, mortgage, lease, and otherwise deal Coupons are attached for interest. Sometimes debentures, with such assets as if no charge existed. This licence is to bearer are made exchangeable for registered debentures, involved in the fact that the debenture-holders' charge and vice versa. is on the company's undertaking, which implies that the Redemption.—A company generally likes to reserve to undertaking is to remain a going concern. The licence itself a right of redeeming the security before the date extends, however, only to dealings in the ordinary course fixed by the debenture for repayment; and accordingly a of business ; it does not entitle a company to sell the power for that purpose is generally inserted in the condiwhole of its undertaking and assets. Payment by a com tions. But as debenture-holders, who have got a satispany of its just debts is always in the ordinary course of factory security, do not wish to be paid off, the right of business, but satisfaction by execution levied in invitum redemption is usually qualified so as not to arise till (say) is not.
five years after issue, and a premium of 5 per cent. is. Every debenture must now, under the Companies Act, made payable by way of bonus to the redeemed debenture1900, bear the registrar's certificate of registration. This holder. The number of debentures to be redeemed each floating form of security is found very convenient both year is also limited. The selection is usually made by to the borrowing company and to the lender. The drawings held in the presence of the directors. A sinking company is not embarrassed by the charge, while the fund is a convenient means often resorted to for redemplender has a security covering the whole assets for the tion of a debenture debt. Such a fund is formed by the time being, and can intervene at any moment by obtaining company setting apart a certain sum each year out of the a receiver if his security is imperilled, even though none profits of the company after payment of interest on the of the events in which the principal moneys are made pay debentures. able have happened. If any of them has happened, e.g., Debenture Stock.—Debenture stock bears the same reladefault in payment of interest, or a resolution by the com tion to debentures that stock does to shares. “Debenture pany to wind up, the payment of the principal moneys is stock," as Lord Lindley states (Companies, 5th ed. 195), accelerated, and a debenture-holder can at once commence “is merely borrowed capital consolidated into one mass. an action to obtain payment and to realize his security. for the sake of convenience. Instead of each lender At times a proviso is inserted in the conditions endorsed having a separate bond or mortgage, he has a certificate on the debenture, that the company is not to create any entitling him to a certain sum, being a portion of one mortyage or charge ranking in priority to or pari passu large loan.” This sum is not uniform, as in the case of with that contained in the debentures without the consent debentures, but variable. One debenture-stockholder, for of the debenture-holders.
instance, may höld £20 of the debenture stock, another Trust Deeds. When the amount borrowed by a com £20,000. It is this divisibility of stock in fact, whether pany is large, and it is not meant that it should be soon debenture or ordinary stock, into quantities of any amount, paid off, it is very common for the company to execute a which constitutes its peculiar characteristic, and its conTrust Deed by way of further security. The object of venience from a business point of view. It facilitates such a trust deed is twofold: (1) it conveys specific pro- dealing with the stock, and also enables investors with perty to the trustees of the deed by way of legal mort only a small amount to invest to become stockholders. gage (the charge contained in the debentures is only an The property comprised in this security is generally the equitable security), and charges all the remaining assets same as in the case of debentures. Debenture stock created in favour of the debenture-holders, with appropriate pro by trading companies differs in various particulars from visions for enabling them, in certain events similar to debenture stock created by public companies governed by those expressed in the debenture conditions, to enforce the the Companies Clauses Act. The debenture stock of security, and for that purpose to enter into possession and trading companies is created by a contract made between carry on the business, or to sell it and distribute the the company and trustees for the debenture-stockholders, profits; (2) it organizes the debenture-holders and con known as a debenture-stockholders' trust deed, analogous. stitutes in the trustees of the deed a set of experienced in its provisions to the trust deed above described as used and business-like men who can watch over the interests to secure debentures. By this deed the company acknow. of the debenture-holders and take steps for their protec- ledges its indebtedness to the trustees as representing the tion if necessary.
In particular it provides machinery debenture-stockholders to the amount of the sum advanced, for the calling of meetings of debenture-holders by the
covenants to pay it, and conveys the subject matter by trustees, and empowers a majority of (say) two-thirds way of security to the trustees with all the requisite or three-fourths in number and value at such meeting powers and provisions for enabling them to enforce the to bind the rest to any compromise or arrangement security on default in payment of interest by the company with the company which such majorities may deem or the happening of certain specified events evidencing beneficial. This is found a very
useful power, and insolvency. The company further in pursuance of the may save recourse to a scheme of arrangement under the contract enters the names of the subsisting stockholders in machinery of the Joint-Stock Companies Arrangement a register, and issues certificates for the amount of their Act, 1870.
respective holdings. A deed securing debenture stock Registration of Mortgages and Charges. —A company is requires an ad valorem stamp. bound, under the Companies Act, 1862, to keep a register of Remedies.- When debenture-holders' security becomes
enforceable there are a variety of remedies open to them. ship, it is now a usual thing in a debenture-holders' trust These fall into two classes—(1) remedies available with deed to provide—the committee of the London Stock out the aid of the Court; (2) remedies available only with Exchange indeed require it—that a premium shall be paid the aid of the Court.
to the debenture - holders in the event of the security (1) If there is a trust deed, the trustees may appoint a becoming enforceable by a voluntary winding up with a receiver of the property comprised in the security, and they view to reconstruction. may also sell under the powers contained in the deed, or Public Companies.—Public companies, i.e., companies under $ 25 of the Conveyancing Act, 1881. Sometimes incorporated by special Act of Parliament for carrying on similar powers to appoint a receiver and to sell—are undertakings of public utility, form a class distinct from inserted in the conditions endorsed on the debenture. trading companies. The borrowing powers of these com
(2) The remedies with the aid of the Court are—(a) panies, the form of their debenture or debenture stock, and an action by one or more debenture-holders on behalf of the rights of the debenture-holders or debenture-stockall for a receiver and to realize the security ; (6) an holders, depend on the conjoint operation of the companies' originating summons for sale or other relief, under Rules own special Act and the Companies Clauses Acts, 1845, of Supreme Court, 1883, 0. 55, R. 51; (c) an action for 1863, and 1869. The provisions of these Acts as to foreclosure where the security is deficient, all the deben- borrowing, being express, exclude any implied power of ture-holders must be parties to this proceeding; (d) a borrowing. The first two of the above Acts relate to winding-up petition. Of these modes of proceeding, the mortgages and bonds, the last to debenture stock. The first is by far the most common and most convenient. The policy of the Legislature in all these Acts is the same, company is generally consenting, and the action comes on namely, to give the greatest facilities for borrowing, and for judgment on agreed minutes, when the Court directs at the same time to take care that undertakings of public accounts and inquiries as to who are the holders of the utility which have received its sanction shall not be broken debentures, what is due to them, what property is com up or destroyed, as they would be if the mortgagees or prised in the security, and gives leave to any of the parties debenture - holders were allowed the ordinary rights of to apply in chambers for a sale. If the company has mortgagees for realizing their security by seizure and sale. gone into liquidation, leave must be obtained to commence Hence the Legislature has given them only “the fruit of or continue the action, but such leave in the case of the tree,” as Lord Cairns expressed it. The debenturedebenture-holders is ex debito justitiæ. The administration holders or the debenture-stockholders may take the earnings of a company's assets in such actions by debenture-holders of the company's undertaking by obtaining the appoint(debenture-holders' liquidations, as they are called) bas of ment of a receiver, but that is all they can do. They late encroached very much on the ordinary administration cannot sell the undertaking or disorganize it by levying of winding up.
The chief sufferers from the floating execution, so long as the company is a going concern; but security, when it comes to be enforced on winding up, this protecting principle of public policy will not be a bar are the company's unsecured creditors, who find that every to a debenture-holder, in his character of creditor, presentthing belonging to the company, uncalled capital included, ing a petition to wind up the company, if it is no longer has been pledged to the debenture-holders. The conven able to fulfil its statutory objects. Railway companies are tional answer is that such creditors might and ought to affected by further special legislation, which will be found have inspected the company's register of mortgages and in the Railway Companies Powers Act, 1864, the Railways charges.
Construction Facilities Act, 1864, and the Railway Reconstruction.—When a company reconstructs, as it Securities Act, 1866. often does in these days, the rights of debenture-holders Municipal Corporations and County Councils. — These have to be provided for. Reconstructions are mainly of bodies are authorized to borrow for their proper purposes two kinds—(1) by arrangement, under the Joint-Stock on debentures and debenture stock with the sanction of Companies Arrangement Act, 1870, and (2) by sale and the Local Government Board. See the Municipal Corporatransfer of assets, either under $ 161 of the Companies tions Act, 1882, the Local Authorities Loans Act, 1875, and Act, 1862, or under a power in the company's memorandum the Local Government (England and Wales) Act, 1888. of association. Under the Joint-Stock Companies Act a United States.—In the United States there are two meanings of petition for the sanction of the Court to a scheme is pre debenture—(1) a bond not secured by mortgage ; (2) a certificate sented, and the Court thereupon directs meetings of
that the United States is indebted to a certain person or his assigns
in a certain sum on an audited account, or that it will refund a creditors, including debenture-holders, to be held. A
certain sum paid for duties on imported goods, in case they are three-fourths majority in value of debenture-holders present subsequently exported. at the meeting in person or by proxy binds the rest. BIBLIOGRAPHY.—MANSON. Debentures and Debenture Stock. Debenture-holders claiming to vote must produce their London, 1894. - SIMONSON. Debentures and Debenture Stock. debentures at or before the meeting. Under the other
London, 1898. — PALMER. Company Precedents, 7th ed. (De
bentures). London, 1900. mode of reconstruction—sale and transfer of assets—there
(E. MA.) is usually a novation, and the debenture-holders accept the Debreczen, a municipal town of Hungary, 114 security of the new company in the shape of debentures of miles east of Budapest, with (1900) 75,006 inhabitants. equivalent value or-occasionally—of fully paid preference The country belonging to the town forms a vast plain 370 shares.
square miles in extent, on which are few dwelling-places, A point in this connexion, which involves some hardship but where roam hundreds of thousands of cattle, horses, to debenture-holders, may here be adverted to.
It is a
sheep, and pigs. not uncommon practice for a solvent company to pass a Debu Lake. See NIGER. resolution to wind up voluntarily for the purpose of reconstructing. The effect of this is to accelerate payment Decatur, capital of Macon county, Illinois, U.S.A., of the security, and the debenture-holders have to accept near the Sangamon river, at an altitude of 668 feet. Its their principal and interest only, parting with a good site is level, its street plan regular, and it has a good security and perhaps a premium which would have accrued water supply and well paved streets. Five railways meet to them in a year or two. The company is thus enabled here, making it a commercial point of much importance. by its own act to redeem the reluctant debenture-holder on Among its manufacturing establishments are flour-mills terms most advantageous to itself. To obviate this hard and car shops, and in its vicinity are coal-mines. Popula
tion (1880), 9547; (1890), 16,841; (1900), 20,754, of skull, and having a brow-tine. They include the typical, whom 1939 were foreign-born and 620 negroes.
or Red Deer group, containing the Red Deer (C. elaphus), Decazeville, a town and railway station in the
Hangul (C. cashmirianus); Shou (C. affinis), Duke of arrondissement of Villefranche, department of Aveyron, canadensis), of which a variety is found in Central Asia
Bedford's Deer (C. xanthopygus), and the Wapiti (C. France, 22 miles in direct line north-west of Rodez. Coal
Also the Sika group (sub-genus Pseudaxis), as represented and iron are worked in the vicinity, and supply the raw material for very important ironworks, first established
by the Japanese Deer (C. sica) and Pekin Deer (C.
hortulorum). The Fallow Deer (C. dama) represents a group in the year 1827 by the Duc Decazes, which have since
This is followed by the Oriental Rusine group grown to such magnitude that the town ranks as the chief centre of the coal and iron industry in the south-west of
(Rusa), with 3-tined antlers, as represented by the numerous France. Free schools and various benevolent institutions
races of the Sambar (C. unicolor), the Rusa (C. hippelfor the workpeople are in operation. A statue commemo
aphus), the Chital (C. axis), and many smaller forms. The rates the founder. Population (1881), 6793; (1896),
Swamp-Deer (C. duvauceli) and Thamin (C. eldi) are
well-known members of the last, or Rucervine group, 7434, (comm.) 9634; (1901), 11,536.
which is likewise Oriental. The five species of Muntjac Decimal System. See WEIGHTS AND MEASURES.
constitute the fourth genus (Cervulus) of the family ; while Dédéagatch, a seaport of Turkey, capital of the the fifth is formed by the Tufted Deer (Elaphodus) of province of the same name, about 10 miles north-west of North China and Tibet. Then follows the hornless Chinese the mouth of the Maritza. Till 1871 it was a mere cluster Water-Deer (Hydrelaphus), which is succeeded by the of fishermen's huts. A new town then began to spring up,
Roes (Capreolus). These latter have no brow-tine, and settlers being attracted by the prospect of opening up a trade
the same is the case with the much larger Père David's in the products of a vast forest of Valonia oaks which
Deer (Elaphurus davidianus), now known only in captivity. near. In 1873 it was made the chief town of a kaza, to Allied to the last are the numerous species of American which it gave its name, and a Kuimakam was appointed Deer (vllazama), of which the common species ( MI. amerito it. In 1884 it was raised in administrative rank from a cana) represents one group (Odocoileus), the Marsh-Deer kaza to a Sandjak, and the governor became a Jlutessarif.
(M. dichotoma) a second (Blastoceros), the Guemals (M. In 1889 the Greek Archbishopric of Enos was transferred to
lisulca and Il. antisiensis) a third (Xenelaphus), and the Dédéagatch. On the opening, early in 1896, of the Con
Brockets a fourth. Lastly, we have the diminutive stantinople-Salonica Railway, which has a station here, a American Pudus (Pudua), and the Musk-Deer (Moschus), large proportion of the extensive transit trade which Enos,
which forms a subfamily apart.
(R. L*.) situated at the mouth of the Maritza, had acquired was Deés or Dés, a corporate town of Eastern Hungary, immediately diverted to Dédéagatch, and an era of un 48 miles north-north-east of Kolozvár, on the river Szamos. precedented prosperity began; but when the railway con Population (1900), 9888. Among several ancient buildings necting Burgas on the Black Sea with the interior was
the most noteworthy is the Gothic Calvinist church, conopened, in 1898, it lost all it had won from Enos. The structed in 1450. There is a large distillery in the town. Valonia trade, however, has steadily developed, and is supplemented by the export of a certain amount of timber
Defiance, capital of Defiance county, Ohio, U.S.A., and some almonds. Bu until the open roadstead is con
on the Maumee river, at the mouth of the Auglaize,
at an altitude of 695 feet. verted into a well-sheltered harbour it will be impossible
It has two railways, the for this place to become the entrepôt which its position
Baltimore and Ohio, and the Wabash, and it is the seat otherwise eminently qualifies it to be.
It has no manu
of Defiance College. Population (1880), 5907; (1890), facturing industry of any kind. Its population numbers
7694; (1900), 7579, of whom 960 were foreign-born and
39 negroes. about 4000 souls, of whom 2500 are Greeks. AustriaHungary, France, Great Britain, Greece, and Russia have Degas, Hilaire Germain Edgard (1834– consular representatives at Dédéagatch, and Bulgaria has -), French painter, was born in Paris, 19th July 1834. an agent there. In digging out the foundations of their Entering in 1855 the École des Beaux Arts, he early houses, the settlers found many ancient tombs. Probably developed independence of artistic outlook, studying under these are relics, not of the necropolis of the ancient Zone,
Lamothe. He first exhibited in the Salon of 1865, conbut of a Téké of Dervishes, of the Dédé sect, which was tributing a “War in the Middle Ages,” a work executed in established shortly after the conquest, and whose occupants | pastel. To this medium he was ever faithful, using it for gave to the place its name—Dédéagatch.
some of his best work. In 1866 his “Steeplechase” re
vealed him as a painter of the racecourse and of all the most Dedham, capital of Norfolk county, Massachusetts,
modern aspects of life and of Parisian society, treated in U.S.A., with an area of 23 square miles of quite level
an extremely original manner. He subsequently exhibited country. There are three villages in the town, known as
in 1867 “Family Portraits,” and in 1868 a portrait of a Dedham, East Dedham, and Oakdale. The town is
dancer in the “Ballet of La Source." In 1869 and 1870 traversed by the New York, New Haven, and Hartford Railway The chief industry is the manufacture of
he restricted himself to portraits; but thenceforward he
abandoned the Salons and attached himself to the Imwoollen goods. Population (1880), 6233 ; (1890), 7123; pressionists. With Manet and Monet he took the lead (1900), 7157, of whom 2186 were foreign-born and 65
of the new school at its first exhibition in 1874, and negroes.
repeatedly contributed to these exhibitions in 1876, Deer.—The classification of the family Cervidæ has | 1878, 1879, and 1880). In 1868 he had shown his first been much altered since the article in Ency. Brit. vol. vii. study of a dancer, and in numerous pastels he proclaimed was written.
Deer are now arranged as follows : First, himself the painter of the ballet, representing its figurantes the Reindeer (Rangifer tarandus), with several local races, in every attitude with more constant aim at truth than distinguished from all other forms by the presence of grace. Several of his works may be seen at the Luxembourg antlers in both sexes. Second, the Elks (Alces), in which Gallery, to which they were bequeathed, among a the antlers diverge at right angles to the middle line of collection of impressionist pictures, by M. Caillebotte. In the skull. Third, the typical Deer (Cervus), characterized 1880 Degas showed his powers of observation in a set of by the antlers diverging obliquely to the middle line of the “Portraits of Criminals, and he attempted modelling in a