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ΤΟ THE THIRD EDITION.
In this edition the contents of the supplement by Sir Henry Thring to the second edition have been with the necessary modifications embodied in the text of the original work. The number and importance of the cases decided since the date of the second edition (1868) has involved the addition of a large amount of new matter, particularly in the shape of notes to the Companies Acts of 1862 and 1867; several new precedents will be found in Appendix II; and in Appendix III. the Life Assurance Companies Acts and other Acts relating to Companies have been inserted. The whole work (including the Index) has been carefully revised, and it remains but to add that for the above alterations in and additions to this edition the editor is alone responsible.
G. A. R. F. G.
Object of book.
PREFACE TO THE SECOND EDITION.
THE object of the following pages is to furnish a compendium of the law and practice of public companies of every description, with the exception of companies constituted by charter or special Act of Parliament.
The statutory system that regulates the formation, management, and winding up of the above-mentioned Public Companies, is contained in the Companies Act, 1862 (a).
That Act consolidates and amends the Joint Stock Companies Act, 1856, the Joint Stock Companies Act, 1857, and the Joint Stock Banking Acts, 1857 and 1858.
To understand the full scope of the Consolidating Act, it must be recollected that the term "Companies" includes charitable associations and every other association that chooses to avail itself of the Act of 1862.
(a) The Industrial and Provident Societies Act (25 & 26 Vict. c. 87) was passed on the same day as the Companies Act, 1862. The first-mentioned Act is printed in App. III.; companies falling within its provisions have the option of registering under it, or under the Companies Act, 1862.
The distinguishing features of the Acts of 1856, Distinguish1857, and 1858, and consequently of the Act of 1862, of Acts. are as follows::
1st. The incorporation of companies, whether limited or unlimited.
2nd. The power vested in companies of dissolving themselves voluntarily, as well as under the superintendence and by the agency of a Court.
3rd. The opportunity afforded to companies of winding up voluntarily, but under the supervision of the Court, thereby enabling creditors and contributories to avail themselves of the inexpensive process of a voluntary winding up, without renouncing the advantage of the intervention of a Court in case of disputes amongst themselves, or of misconduct on the part of the officers charged with the duty of managing the winding up.
The difficulties attending the common-law doctrine Necessity for statutory of partnership, and the reluctance of the Courts to regulations." modify their proceedings in such manner as to meet the requirements of Joint Stock Companies, gave occasion to the passing of the above-mentioned Acts.
An explanation, then, of the law and practice of ConsideraPublic Companies, necessarily involves the considera- volved in explanation tion of the doctrines of common law that gave rise to of law of the statutory interference of the Legislature, and of panies. the incidents annexed by the common law to the corporate character, which all associations are now entitled to assume in the place of a mere partnership organisation.
An endeavour has been made in the following pages to meet the above requirements.
The arrangement of the work is as follows (a) Part I. contains the law relating to companies, as pp. 1-127. established by the decisions of the Courts, and is
work. Part I.
Part I. Chapter II. pp. 28-50.
divided into four chapters.
Chapter I. is introductory. It explains the law of partnership, and after pointing out the difficulties that arose from applying to large public associations, rules of procedure and principles of law adapted only to private partnerships, it traces the course adopted by the legislature for the removal of such difficulties from the passing in 1844 of the first general Act for the regulation of companies until the complete code established by the Companies Act of 1862. The chapter concludes with a summary of the provisions of the Act to amend the law of partnership, 28 & 29 Vict. c. 86.
The Second Chapter treats of companies in their inchoate state.
Here, therefore, are found the cases relating to prospectuses, to subscribers, and subscribers' agreements; to the rights and obligations of promoters, of scripholders, and of allottees of shares; and attention is directed to the incapacity of promoters of an inchoate company to make contracts binding the association when incorporated.
Membership in a company forms the subject of the pp. 51-89. Third Chapter. The company is now supposed to be established. The nature, therefore, of shares, the obligation of a shareholder to pay calls, and his right to dividends, naturally follow as topics of discussion.
(a) This part of the preface has been adapted to meet an alteration in the arrangement of the Appendices.-(Ed.)
Comparatively little space, however, is devoted to the cases on these points, as the principal difficulties in ascertaining the persons to be placed on the list of members, arise only in the case of a company becoming insolvent, when a struggle immediately commences, on the part of the company, to furnish a sufficient number of shareholders to contribute to the payment of its debts, and on the part of contributories, to escape from contribution, by showing either that they have never undertaken to be shareholders, or that they have rid themselves of such liabilities by transfer of their shares. In dealing with this subject, an endeavour has been made to classify almost all the cases that have been decided under the various Acts regulating the winding up of companies, particularly such cases as relate to misrepresentation, to purchases and forfeiture of shares by a company, and to transmission of shares on death, bankruptcy, and insolvency.
Chapter IV. concludes the First Part, by giving a Part I.
summary of the legal incidents of incorporated com- pp, 90--127 panies arranged under the following heads :
1. Name of Company.
2. Residence of Company.
3. General Meetings.
4. Powers of Company.
6. Form of Contracts.
Part II. consists of eight chapters, of which the Part II.
first seven correspond in great measure with the main divisions of the Act of 1862.