Prospectus - Law Dictionary Search Results
Home Dictionary Name: prospectus Page: 2Offering circular
Offering circular, means a document, similar to a prospectus, that provides information about a private securities offering, Black's Law Dictionary, 7th Edn., p. 1112....
Offer of shares to the public
Offer of shares to the public. Shares and debentures of limited companies, when allotted or agreed to be allotted with a view to sale to the public, must when offered to the public comply with the provision of s. 38 of the Companies Act, 1929; and see PROSPECTUS. Further, any offer in writing to any member of the public of any shares for purchase except as provided, i.e. (a) shares dealt in with permission of any recognised stock exchange in Great Britain; (b) shares allotted with a view to sale to the public; and (c) offers to persons doing regular business in the purchase or sale of shares, must comply with s. 356 of the same Act; s. 356 also absolutely prohibits 'share pushing,' i.e., any person going from house to house (not being an office used for business purposes) offering shares for subscription or purchase to the public or any member of the public...
Misrepresentation
Misrepresentation, 'Misrepresentation' means and includes--(1) the positive assertion, in a manner not warranted by the information of the person making it, of that which is not true, though he believes it to be true;(2) any breach of duty which, without an intent to deceive, gains an advantage to the person committing it, or any one claiming under him, by misleading another to his prejudice or to the prejudice of any one claiming under him;(3) causing, however innocently, a party to an agreement, to make a mistake as to the substance of the thing which is the subject of the agreement. [(English) Contract Act, 1872 (9 of 1872), s. 18)]Misrepresentation, i.e., suggestio falsi, if a matter of substance essentially material to the subject, whether by acts or bywords, by man'uvres, or by positive assertions or material concealment (suppressio veri) whereby a person is misled and damnified.In equity it is immaterial whether the misrepresent or knew the matter to be false, or asserted it, wi...
Minimum subscription
Minimum subscription is the minimum cash to be raised by the issue of shares offered to the public for subscription. This must be stated in the prospectus and application sums therefor received before allotment of shares. The amount includes the minimum required, in the opinion of directors, for property to be bought by the proceeds of issue, preliminary expenses, if any repayment of loans for those purposes and working capital; see (English) Companies Act, 1929, s. 39 and 4th Sched...
Limited liability
Limited liability. At Common Law every person is liable, upon his contracts, up to the whole amount of his estate, and every partner is so liable upon all the contracts of the partnership. So extensive a liability being apt to prevent persons from engaging in business as partners, the statutes authorizing the construction of railways, etc., have always limited the liability of each shareholder to the amount of the shares held by him. Similar limitations, extending in some cases to double the amount of shares held, have also long been found (though not universally) in the charters of incorporated banks and insurance companies.Companies Acts.--Under the Companies Acts, limited liability means that the members are not liable beyond the unpaid-up part (if any) of the nominal amount of the shares in respect of which they are registered in the books of the company. When a share has been fully paid up, no further liability exists. As to shares which have not been fully paid up, see CONTRIBUTO...
Fraud
Fraud, a fraud is an act of deliberate deception with the design of securing something by taking unfair advantage of another. It is a deception in order to gain by another's loss. It is a cheating intended to got an advantage, S.P. Chengalvaraya Naidu v. Jagannath, AIR 1994 SC 853 (855): (1994) 1 SCC 1.A term used in a variety of meanings. At Common Law, fraud is actionable under the heading of deceit (q.v.).A knowing misrepresentation of the truth or con-cealment of a material fact to induce another to act to his or her detriment, Black's Law Dictionary, 7th Edn., p. 670.In equity and upon the equitable principles which are now applicable in any Court of law, fraud may be described as an infraction of the rules of fair dealing. For the action at law intention and representation (q.v.) are material. In equity an act or its consequences to the person aggrieved may be of greater importance than the intention of the defendant or any representation made to the plaintiff, and the same may b...
Call
Call, 1, (1) The election of students to the degree of barrister-at-law, hence (2) the ceremony or epoch of election, and (3) the number of persons elected. See INNS OF COURT.2. The demand for payment of an instalment other than payments due at fixed dates by the terms of the prospectus or agreement to take shares, Croskey v. Bank of Wales, (1863) 4, 9 Giff 314, due upon shares. On the issue of shares a certain portion only of the issue price is usually demanded on allotment and at fixed dates thereafter: the balance is sometimes payable when demanded. In the case of limited companies the calls are limited to the total amount unpaid on each share. There is an implied promise by a purchaser of shares that he will indemnify the vendor against all future calls on shares, Spencer v. Asworth, Partington & Co., (1925) 1 KB 589. See COMPANY and CONTRIBUTORY; FLOATING CHARGE and TABLE A. (Articles 11 to 16).3. A Stock Exchange term for the right to buy stock or shares at a fixed price on a cer...
Concealment
Concealment, to the injury or prejudice of another. This must amount, in order to be deemed a fraud or to be a ground for rescission of the contract, to be suppression or non-disclosure of facts, which one, under the circumstances, is bound, both legally and equitably, to disclose to another, the latter having an undoubted right to be put in possession of such facts, as in the case of contracts of insurance. See Ionides v. Pender, (1874) LR 9 QB 531, as to marine insurance; and London Assurance Co. v. Mansel, (1879) 11 Ch D 363, as to life insurance, and as to contracts for the sale of land, see Flight v. Booth, 1 Bing NC 377; Terry v. White, 32 CD 29; and PROSPECTUS....
Company
Company [fr. compagnia, Ital., which word is still printed on Bank of England notes as 'compa'], a body of persons associated for purposes of busi-ness, sometimes, but not now so frequently as some years ago, styled a Joint Stock Company.A company has its origin either (1) in a charter, as the Bank of England and many insurance companies; or (2) in a special Act of Parliament, with which, as authorizing an undertaking of a public nature such as a railway, the Companies Clauses Consolidation Act, 1845 (8 & 9 Vict. c. 16), is necessarily incorporated; or (3) in registration under the Companies Acts, 1862 and subsequent Acts, now consolidated into the (English) Companies Act, 1925 (19 & 20 Geo. 5, c. 23).By s. 13 of the Act of 1925 (1) on the registration of the memorandum of a company the registrar shall certify under his hand that the company is incorporated and, in the case of a limited company, that the company is limited. (2) From the date of incorporation mentioned in the certificat...
Capital
Capital [fr. Capitalis; caput, Lat.]. The corpus of property of any description which may or may not be the source of a periodical or other return (fructus, produce or income). The word 'capital' when employed in Company Law is used in different senses. Nominal capital is the capital of a company so stated for the purposes of division into shares. It implies nothing more than that the company is possessed of money or assets of a stated value at the company's own valuation which may be, and often is, exaggerated or illusory. Working capital means the amount employable for the purposes of a company or any other undertaking or business. See ALTERATION OF CAPITAL, COMPANY, PROSPECTUS, DIRECTORS. In the Settled Land Act, 1925, capital money arising under the Act means capital money arising under the powers or provisions of that Act or Acts which it replaces, receivable for the purposes of a settlement and includes securities representing capital money. Elaborate provisions are contained in ...
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