Prospectus - Law Dictionary Search Results
Home Dictionary Name: prospectusProspectus
Prospectus, giving complete information about the school/college which issues it. It is the instrument through which the school/college 'holds out' its contents or 'represent' to the general public interest, Sanjeev Dadhwa v. All India Institute of Medical Sciences, AIR 1995 Del 268.Is a document which invites persons to take shares in a company and sets forth the advantages of the company an advertisement is also a prospectus, Paramatha Nath v. Kali Kumar, AIR 1925 Cal 714: (1925) ILR 51 Cal 440.Prospectus, is defined by s. 380 of the (English) Companies Act, 1929, as any prospectus, notice, circular, advertisement, or other invitation offering to the public for subscription or purchase any shares or debentures of a company. By s. 35 of the Act every prospectus issued by or on behalf of a company or engaged or interested in its formation, must state the matters specified in Part I. of the 4th Schedule and set out the reports specified in Part II. of that Schedule, subject as to both p...
prospectus
prospectus pl: -tus·es [-tə-səz] : a preliminary printed statement describing a business or other enterprise and distributed to prospective buyers, investors, or participants ;specif : a description of a new security issue supplied to prospective purchasers and providing a disclosure of detailed information concerning the company's business and financial standing NOTE: Under the Securities Act of 1933, the prospectus is part of the registration statement that must be filed with the Securities and Exchange Commission before a security may be offered or sold to the public. The Securities Act defines prospectus broadly as “any prospectus, notice, circular, advertisement, letter, or communication, written or by radio or television, which offers any security for sale or confirms the sale of any security.” ...
Deceit
Deceit [fr. deceptio, Lat.], fraud, cheat, craft, or collusion used to deceive and defraud another. In an action of deceit the plaintiff must prove that the defendant has made a false statement, knowing that it was false or without any belief in its truth or without caring whether it was true or not, and intending that the plaintiff should rely upon it and that the statement was relied upon by the plaintiff and caused damage; non-disclosure may be fradulent, see Suppressio veri, suggestio falsi,' and Cackett v. Keswick, (1902) 2 Ch 456, and Christine Ville Rubber Estates, (1911) 28 TLR 38, and CONCEALMENT [Smith v. Chadwick, (1884) 9 AC 187, and Dery v. Peek, (1889) 14 App Cas 337]. Under the (English) Companies Act, 1929, s. 37, a special action for deceit will lie at the instance of any subscriber for shares or debentures who has subscribed for these on the faith of a prospectus inviting him to subscribe against any director, or person named or referred to as a director in the prospe...
Directors
Directors, persons appointed or elected according to law, authorized to manage and direct the affairs of a corporation or company. The whole of the directors collectively form the board of directors. Their powers, if the company be incorporated by Act of Parliament, are derived from its special Acts and ss. 90-100 of the (English) Companies Clauses Act, 1845; if the company be incorporated under the (English) Companies Act, 1929, see ss. 139 et seq., ibid. The company is bound by all acts of the directors within the scope of their authority. They may receive a salary, but may make no personal profit from the company [see, however, Re Dover Coalfield Ltd., (1908) 1 Ch 65], nor can a pension be granted to a retiring managing director, Normandy v. Ind, Coope & Co., (1908) 1 Ch 84; but they were under no personal liability except for fraud, as to the criminal liability for which see Larceny Act, 1861 (24 & 25 Vict. c. 96), ss. 81 et seq., and DECEIT. Public companies registered after Octob...
Promoter
Promoter, a term anciently sometimes applied to a common informer generally (see 5 Inst. 191), but in modern times applied only to the prosecutor of an ecclesiastical suit, as in Combe v. Edwards, (1878) 3 PD 103.Those who obtain, or take steps for obtaining, the passing of a private Act of Parliament, to the incorporation of a company under the Companies Acts, are called the promoters. In many respects promoters stand in a fiduciary capacity towards the company which they are engaged in forming, see Twycross v. Grant, (1877) 2 CPD 469; Lagunas Nitrate Co. v. Lagunas Syndicate, (1899) 2 Ch 392, and also OMNIUM; Electric Palace v. Baines, (1914) 1 Ch 532, where the position of promoter vendors was discussed. The promoters usually pay the registration fees, and the company is under no liability to repay them, Re National Motor Co., (1908) 2 Ch 515.As to the liability of promoters of a company for any untrue statements in the prospectus, see s. 37 of the Companies Act, 1929, and 4th Sch.,...
Private company
Private company. A 'private company' is defined by s. 26 of the (English) Companies Act, 1929, as follows:-Company privately formed by members who subscribe the whole of the capital among them-selves.26. --(1), For the purposes of this Act the expression 'private company' means a company which by its articles-(a) restricts the right to transfer its shares; and(b) limits the number of its members to 50, not including persons who are in the employment of the company and persons who, having been formerly in the employment of the company, were, while in that employment and have continued after the determination of such employment to be, members of the company; and(c) prohibits any invitation to the public to subscribe for any shares or debentures of the company.(2) Where two or more persons hold one or more shares in a company jointly they shall, for the purposes of this section, be treated as a single member.S. 27, ibid., provides that if a company alters its articles so that the provisio...
Underwriter
Underwriter, an insurer of ships, so called from his writing his name under the policy of insurance. See INSURANCE.Also subscribers (generally before a public issue by the company) offering to take all or a stated amount of the shares offered to and not taken up by the public. The sole consideration allowed is a commission at a rate which must be disclosed in the prospectus and not exceeding the rate authorized by the Articles of Association. This commission must not be confused with brokerage which companies are allowed to pay for placing their shares. [see (English) Companies Act, 1929, ss. 35 and 355, 4th Sch. (10)]A bona fide invitation to enter into an underwriting agreement does not require a prospectus within the meaning of s. 35 (ibid.). see PROSPECTUS....
Waiver clause
Waiver clause. That clause in the prospectus of a joint stock company, or in the application for its shares, which, as in Greenwood v. Leather Shod Wheel Co., (1900) 1 Ch 421 (where it was held bad), waives claims of shareholders against directors for damages caused by the issue of a prospectus not disclosing contracts as required by s. 38 of the Companies Act, 1867. An honest waiver clause protected the defendant in Calthorpe v. Tait, 1906, AC 24. These waivers are rendered void by s. 35 (2) of the Companies Act, 1929, replacing s. 81 (4) of the Companies (Consolidation) Act, 1908. Consult buckley on the Companies Acts...
disclosure
disclosure : an act or instance of disclosing: as a : a lender's revelation of information to a consumer under the Truth in Lending Act that enables the consumer to make an intelligent decision about the loan b : the revelation to investors of financial information about a corporation or municipality and about the security it is offering for sale see also prospectus, registration statement NOTE: Disclosure is required for a public offering. c : revelation by a corporate insider (as an officer) for approval of a business transaction that involves self-dealing d : a debtor in bankruptcy's revelation to creditors of a bankruptcy plan ...
private offering
private offering : the sale of an issue of securities directly by the issuer to one or a few large investors without any public offering called also private placement compare public offering NOTE: A private offering is exempt from the requirements of filing a registration statement with the Securities and Exchange Commission and distributing prospectuses to potential buyers before the sale. ...
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