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Page 49

CHAPTER 6
THE PROSPECTUS

No offence is committed if circulars are distributed (i) in connection with a bona fide invitation to enter into an underwriting agreement, or (ii) to a person whose business involves the acquisition and disposal, or the holding of securities.

MISREPRESENTATIONS AND OMISSIONS
A person who has been induced to subscribe for shares in a company on the strength of misrepresentations or omissions in the prospectus may have a remedy either against the company or against the directors or both.
The remedy against the company is for rescission of the contract, with or without an action for damages for fraud. Damages alone, without rescission, cannot be recovered, because a person cannot remain a member and at the same time claim damages for fraud against the company for inducing him to become a member. s
The remedy against the directors is for damages for fraud or for compensation under s. 43.

Rescission of the Contract.-In an action for rescission, the shareholder can claim the return of his purchase money, together with interest at 4 per cent. To obtain rescission he must prove:
1. A material misrepresentation of fact.
A statement of fact must be distinguished from a statement of opinion. A statement that the property of the company is worth a certain sum of money, or that the profits are expected to reach a certain figure, is only opinion, and will give no ground for an action for rescission. Statements, on the other hand, that " the surplus assets, as appear by the last balance sheet, amount to upwards of £10,000 ";' that £200,000 of share capital had been subscribed, when it had only been allotted as fully paid up to a contractor; s and, that certain persons had agreed to be directors, s are all material statements of fact and, if false, will entitle the shareholder to rescission.
If the prospectus refers to a report which contains inaccurate statements of fact, the contract can be rescinded if the company has vouched for the accuracy of the report, but otherwise not. For

6 Houldsworth v. Glasgow Bank (1880), 5 A. C. 317.
7 In re London and Staffordshire Fire Insce. Co. (1883), 24 Ch. D. 149.
8 Arnison v. Smith (1888), 41 Ch. D. 348.
9 In re Scottish Petroleum Co. (1883), 23 Ch. D. 413.

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where is HTML where is HEAD where is TITLE No offence is committed if circulars are distributed (i) in connection with a bona fide invitation to enter into an underwriting agreement, or (ii) to a person whose business involves what is acquisition and disposal, or what is holding of securities. MISREPRESENTATIONS AND OMISSIONS A person who has been induced to subscribe for shares in a company on what is strength of misrepresentations or omissions in what is prospectus may have a remedy either against what is company or against what is directors or both. what is remedy against what is company is for rescission of what is contract, with or without an action for damages for fraud. Damages alone, without rescission, cannot be recovered, because a person cannot remain a member and at what is same time claim damages for fraud against what is company for inducing him to become a member. s what is remedy against what is directors is for damages for fraud or for compensation under s. 43. Rescission of what is Contract.-In an action for rescission, what is shareholder can claim what is return of his purchase money, together with interest at 4 per cent. To obtain rescission he must prove: 1. A material misrepresentation of fact. A statement of fact must be distinguished from a statement of opinion. A statement that what is property of what is company is worth a certain sum of money, or that what is profits are expected to reach a certain figure, is only opinion, and will give no ground for an action for rescission. Statements, on what is other hand, that " what is surplus assets, as appear by what is last balance sheet, amount to upwards of £10,000 ";' that £200,000 of share capital had been subscribed, when it had only been allotted as fully paid up to a contractor; s and, that certain persons had agreed to be directors, s are all material statements of fact and, if false, will entitle what is shareholder to rescission. If what is prospectus refers to a report which contains inaccurate statements of fact, what is contract can be rescinded if what is company has vouched for what is accuracy of what is report, but otherwise not. For 6 Houldsworth v. Glasgow Bank (1880), 5 A. C. 317. 7 In re London and Staffordshire Fire Insce. Co. (1883), 24 Ch. D. 149. 8 Arnison v. Smith (1888), 41 Ch. D. 348. 9 In re Scottish Petroleum Co. (1883), 23 Ch. D. 413. 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 49 where is strong CHAPTER 6 what is PROSPECTUS where is p align="justify" No offence is committed if circulars are distributed (i) in connection with a bona fide invitation to enter into an underwriting agreement, or (ii) to a person whose business involves what is acquisition and disposal, or what is holding of securities. MISREPRESENTATIONS AND OMISSIONS A person who has been induced to subscribe for shares in a company on what is strength of misrepresentations or omissions in what is prospectus may have a remedy either against what is company or against what is directors or both. what is remedy against what is company is for rescission of what is contract, with or without an action for damages for fraud. Damages alone, without rescission, cannot be recovered, because a person cannot remain a member and at what is same time claim damages for fraud against what is company for inducing him to become a member. s what is remedy against what is directors is for damages for fraud or for compensation under s. 43. Rescission of what is Contract.-In an action for rescission, what is shareholder can claim what is return of his purchase money, together with interest at 4 per cent. To obtain rescission he must prove: 1. A material misrepresentation of fact. A statement of fact must be distinguished from a statement of opinion. A statement that what is property of what is company is worth a certain sum of money, or that what is profits are expected to reach a certain figure, is only opinion, and will give no ground for an action for rescission. Statements, on what is other hand, that " what is surplus assets, as appear by what is last balance sheet, amount to upwards of £10,000 ";' that £200,000 of share capital had been subscribed, when it had only been allotted as fully paid up to a contractor; s and, that certain persons had agreed to be directors, s are all material statements of fact and, if false, will entitle what is shareholder to rescission. If what is prospectus refers to a report which contains inaccurate statements of fact, what is contract can be rescinded if what is company has vouched for what is accuracy of what is report, but otherwise not. For 6 Houldsworth v. Glasgow Bank (1880), 5 A. C. 317. 7 In re London and Staffordshire Fire Insce. Co. (1883), 24 Ch. D. 149. 8 Arnison v. Smith (1888), 41 Ch. D. 348. 9 In re Scottish Petroleum Co. (1883), 23 Ch. D. 413. where is Server.Execute("_SiteMap.asp") %

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