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Page 35

CHAPTER 5
PROMOTERS

(1) sells property to the company, or (2) renders other promotion services.
Sale of Property by Promoters.-If a person buys property with the intention of selling it to a company to be formed, he does not acquire that property as trustee for the company, and therefore it is quite legal for him to sell the property to the company at a profit. (5) Moreover, he is not an agent for the company, as the company cannot have an agent before it comes into existence. (6) A promoter who sells property to the company must either (a) see that there is an independent board of directors who can negotiate with him, or (b) make a full disclosure of the profit he is making to the intended shareholders of the company.
" I do not say that an owner of property may not promote and form a joint stock company, and then sell his property to it, but 1 do say that if he does he is bound to take care that he sells it to the company through the medium of a board of directors, who can and do exercise an independent and intelligent judgment on the transaction."(7)
The requirement of an independent board of directors is one which, in most cases, cannot be complied with, as the promoters, or some of them, are usually the first directors of the company. In the formation of a private company, the promoter usually sells his business to a company, of which he is managing director, and in which he is the largest shareholder, but, nevertheless, the transaction cannot be impeached on the ground that there is no independent board of directors.(8)
In all such cases, however, there must be full disclosure of the profit made by the promoters, either in the prospectus or, if no prospectus is assued, to the shareholders. If shares are to be issued to the public, it is enough to disclose the promoters' profit to such shareholders as there are before the prospectus is issued. "` Disclosure ' is not the most appropriate word to use when a person who plays many parts announces to himself in one character what he has done and is doing in another." (9)
In re Leeds and Hanley Theatres of Varieties, Ltd., [1902] 2 Ch. 809. The F. company contracted to purchase two music-halls for £24,000, the contract being made in the

5 Omnium Electric Palaces, Ltd. v. Baines, [1914] 1 Ch. 332.
6 Kelner v. Baxter (1866), L. R. 2 C. P. 174.
7 Per Lord Cairns, in Erlanger v. New Sombrero Phosphate Co. (1878), 3 App. Cas.
at p. 1236.
8 b'alomon v. Salomon & Co., [1897] A. C. 22.
9 Per Lord Macnaghten, in Gluckstein v. Barnes, [1900] A. C., p. 249.

travel books:
where is HTML where is HEAD where is TITLE (1) sells property to what is company, or (2) renders other promotion services. Sale of Property by Promoters.-If a person buys property with what is intention of selling it to a company to be formed, he does not acquire that property as trustee for what is company, and therefore it is quite legal for him to sell what is property to what is company at a profit. (5) Moreover, he is not an agent for what is company, as what is company cannot have an agent before it comes into existence. (6) A promoter who sells property to what is company must either (a) see that there is an independent board of directors who can negotiate with him, or (b) make a full disclosure of what is profit he is making to what is intended shareholders of what is company. " I do not say that an owner of property may not promote and form a joint stock company, and then sell his property to it, but 1 do say that if he does he is bound to take care that he sells it to what is company through what is medium of a board of directors, who can and do exercise an independent and intelligent judgment on what is transaction."(7) what is requirement of an independent board of directors is one which, in most cases, cannot be complied with, as what is promoters, or some of them, are usually what is first directors of what is company. In what is formation of a private company, what is promoter usually sells his business to a company, of which he is managing director, and in which he is what is largest shareholder, but, nevertheless, what is transaction cannot be impeached on what is ground that there is no independent board of directors.(8) In all such cases, however, there must be full disclosure of what is profit made by what is promoters, either in what is prospectus or, if no prospectus is assued, to what is shareholders. If shares are to be issued to what is public, it is enough to disclose what is promoters' profit to such shareholders as there are before what is prospectus is issued. "` Disclosure ' is not what is most appropriate word to use when a person who plays many parts announces to himself in one character what he has done and is doing in another." (9) In re Leeds and Hanley Theatres of Varieties, Ltd., [1902] 2 Ch. 809. what is F. company contracted to purchase two music-halls for £24,000, what is contract being made in what is 5 Omnium Electric Palaces, Ltd. v. Baines, [1914] 1 Ch. 332. 6 Kelner v. Baxter (1866), L. R. 2 C. P. 174. 7 Per Lord Cairns, in Erlanger v. New Sombrero Phosphate Co. (1878), 3 App. Cas. at p. 1236. 8 b'alomon v. Salomon & Co., [1897] A. C. 22. 9 Per Lord Macnaghten, in Gluckstein v. Barnes, [1900] A. C., p. 249. where is meta name="keywords" content="old books, Free book , free book offer , free audio books , free coloring book pages , free book reports , free audio book , audio books free download , book free , free guest book , books free , free book summaries , download free audio books , free childrens books." where is where are they now rel="stylesheet" type="text/css" href="../../style.css" where is meta http-equiv="Content-Type" content="text/html; charset=iso-8859-1" where is BODY bgColor=#ffffff text="#000000" where are they now ="#000000" v where are they now ="#FF0000" where is div align="center" where is strong where is strong where is a href="http://www.aaoldbooks.com" Books > where is a href="../default.asp" title="Book" Old Books > where is strong where is a href="default.asp" Poetry Northwest (1959) where is table width="700" border="1" align="center" cellpadding="15" cellspacing="0" where is center where is tr where is td width="160" align="center" valign="top" where is div align="center" where is td align="center" valign="top" where is div align="left" where is div align="center" where is p align="left" Page 35 where is strong CHAPTER 5 PROMOTERS where is p align="justify" (1) sells property to what is company, or (2) renders other promotion services. Sale of Property by Promoters.-If a person buys property with what is intention of selling it to a company to be formed, he does not acquire that property as trustee for what is company, and therefore it is quite legal for him to sell what is property to what is company at a profit. (5) Moreover, he is not an agent for what is company, as what is company cannot have an agent before it comes into existence. (6) A promoter who sells property to what is company must either (a) see that there is an independent board of directors who can negotiate with him, or (b) make a full disclosure of what is profit he is making to what is intended shareholders of what is company. " I do not say that an owner of property may not promote and form a joint stock company, and then sell his property to it, but 1 do say that if he does he is bound to take care that he sells it to what is company through what is medium of a board of directors, who can and do exercise an independent and intelligent judgment on what is transaction."(7) what is requirement of an independent board of directors is one which, in most cases, cannot be complied with, as what is promoters, or some of them, are usually what is first directors of what is company. In what is formation of a private company, what is promoter usually sells his business to a company, of which he is managing director, and in which he is what is largest shareholder, but, nevertheless, what is transaction cannot be impeached on what is ground that there is no independent board of directors.(8) In all such cases, however, there must be full disclosure of what is profit made by what is promoters, either in what is prospectus or, if no prospectus is assued, to what is shareholders. If shares are to be issued to what is public, it is enough to disclose what is promoters' profit to such shareholders as there are before what is prospectus is issued. "` Disclosure ' is not what is most appropriate word to use when a person who plays many parts announces to himself in one character what he has done and is doing in another." (9) In re Leeds and Hanley Theatres of Varieties, Ltd., [1902] 2 Ch. 809. what is F. company contracted to purchase two music-halls for £24,000, what is contract being made in what is 5 Omnium Electric Palaces, Ltd. v. Baines, [1914] 1 Ch. 332. 6 Kelner v. Baxter (1866), L. R. 2 C. P. 174. 7 Per Lord Cairns, in Erlanger v. New Sombrero Phosphate Co. (1878), 3 App. Cas. at p. 1236. 8 b'alomon v. Salomon & Co., [1897] A. C. 22. 9 Per Lord Macnaghten, in Gluckstein v. Barnes, [1900] A. C., p. 249. where is Server.Execute("_SiteMap.asp") %

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