Desire the Governor to pass the General Ordinance, but to modify the 38th section of The English Acts, by which the Prospectus of a new Company is to specify any contract made therein.
request to Inform Sir John Jardine that the Governor has considered his protest, and thanks him for his observations. His Lordship has noted that as Chief Justice of the Court, he asserts that the Court could not effectively carry out the provisions as in England. But that his Lordship's attention has been drawn to the sections of the English Act, particularly the 13th, which the court would apply. The Court would refuse to make an order confirming the reduction, unless The Company seeking The Winding-Up produced the consent of some Debenture-holder, in proof that all claims upon every Debenture have been discharged & held harmless; or have been Secured; if they fail to show who are the holders, then that the Bill be dismissed. His Lordship also observes that warrants Beaver are only to be issued in respect of Fully paid up shares or stock and not otherwise.
The Court also notes that the auditors of the company have a liability to the public, and under these circumstances, His Lordship does not think it prudent to infringe the disastrous consequences, which Sir John Jardine anticipated, arising from the Clauses; while on the other hand, warrants passing from hand to hand do seem to protect the vendors whose purchasers have again transferred. Both have not registered the transfer, under which state of circumstances, The Holder remains liable for all claims on the Shares.
Further, that the Companies Ordinance now in force permits the formation of Companies with shares of £1, but that His Lordship has not been able to detect from the list of shareholders forwarded by Sir John Jardine any indication that the Community wishes to indulge in small shares for the purposes of gambling. The lowest shares are £5 sterling, and the Boot and Bakery Company has shares at £10 Sterling. Apart from these, the striking shares in no instance appear to be less than £20 sterling or of a nominal value of £100.
In deference, however, to Sir John Jardine's long local experience, and to the position which he occupies directly under the Governor, an Invitation is made at the end of the first Paragraph of the 21st Section of the English Act - that the
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