Editorial Committee of the Cambridge Law Journal
Review Author(s): H. B. Review by: H. B. Source: The Cambridge Law Journal, Vol. 1, No. 3 (1923), pp. 411-412 Published by: Cambridge University Press on behalf of Editorial Committee of the Cambridge Law Journal Stable URL: http://www.jstor.org/stable/4514989 Accessed: 24-03-2015 09:47 UTC

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Book Reviews.

411

The most important additions and alterations in the substance of the work deal with reorganization and reduction of capital, capitalization of profits, and schemes of arrangement, which matters have been the subject of much activity and many experiments in recent years. It is interesting, in this connexion, to notice that in the previous edition it was stated (p. 1439) that the decision in Thomas v. United Butter Companies of France, Lim. [1909] 2 Ch. 484, that a sale oannot be made to a foreign company u-ndersection 192 of the Act of 1908, had disclosed a flaw in the Act which would have to be remedied. It has, however, been established in Be Ainglo-ContinaentalSupply Co., Lim. (supra), that the difficulty can be overcome by means of a scheme of arrangement under section 120 of the Act. This fact is stated in the new edition at p. 1374; but reference to the above decision has been omitted on that page. With regard to reduction of capital, there appears to be no mention of a method which has recently been sanctioned by the Courts, whereby the nominal amount of a class of shares is reduced, but the shares continue to oarry rights to dividends and to return of capital in a winding-up as if there had been no reduction. This development is of interest, and shows that reduction of capital is often little more than a paper transaction, though it may be hedged about with legal formalities. There has been much interest of recentt years in the question of the alteration of articles of association to the prejudice of a minority of the shareholders; and it is suggested that this subject might have been dealt with more fully than at p. 613. It is also a matter of surprise to find that, though one-man companies are fully dealt with, there is no reference to IRland Revenue Conmmissioners Sansom [1921] 2 K. B. 492. In one v. respect there is more serious cause for criticism; a bad mistake appears on p. 904. The form of articles of association for private companies has not been amended to accord with the Companies Act, 1913. The new edition is, however, of great value. The appearance of a new edition of the Handbook of Joint Stock Companies has been a frequent event; and it is a matter for regret that this edition is the last to be edited under the direction of Sir Francis GoreBrowne. Little need be said as to the utility of a book which has reached its thirty-fifth edition. The work is of the greatest use, not only to lawyers, but also to secretaries and others concerned in the administration of companies. We would suggest, however, that it would be of even greater value if a copy of the Companies (Consolidation) Act, 1908, were added as an appendix. The value of the book is due greatly to its compactness and to its convenience as a book of reference, and the fact that it is not complete in itself detracts from this convenience. The last edition was published in February, 1919, and since that date there has been no great change in the law affecting companies. The new edition, therefore, differs little from the previous one; but the greatest care appears to have been taken in adding references to recent decisions. B. F. M.

The Eleeneits of Criiminal Law and Procedure. By A. All. LL.B. Third edition. London: Sweet WILSHERIE, AM.A., & MIaxwell,Lim. xvii and ;308pp. (12s. 6d. net.)
THE author says in the Preface: " By the exercise of a little courage, not only could the bulk of the criminal law be very considerably reduced,

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412

The Cambridge Law Journal.

but it could be reproduced in a form which would enable the student to master its principles without being embarrassed by the mass of detail which now encumbers and obscures them." A very true statement; but, unfortunately, this book has not done anything to simplify things. Criminal law is a difficult study, but it has.a redeeming quality-it can be made interesting to the student. The author has apparently overlooked this quality, for, from beginning to end, he has stated the law in a tabulated form-often of quotations from statutes-in the most uninteresting way possible. There are no broad outlines in the book; no discussions of the great principles of criminal law. Give a student a thorough knowledge of principles, classify offences, and teach him which principles are applicable to each class, and nine out of ten times he will get the right answers to problems. Give him enough knowledge of the history of criminal law to explain its anomalies and he will get the answer to the tenth problem. The author states a principle in the briefest possible manner and smothers it in lists of petty facts and exceptions. H. B.

Company Law and Practice: An Alphabetical Guide Thereto. By HERBERT W. JORDAN, Company Registration Agent, and Fifteenth edition. London: STANLEY BORRIE, Solicitor. Jordan & Sons, Lim. 1923. xxx and 464 pp. (Price 7s. 6d. net.) THE text (pp. 1-256) of this well-known and useful treatise on company law and practice has been revised throughout; and on some matters it has been elaborated. The effect of legal decisions.rendered since the appearance of the last edition about a year ago has been embodied in the text; while changes in the practice of the Department of the Registrar of Companies have also been noted. The alphabetical arrangement of topics, characteristic of former editions, has been retained. This arrangement has

always proved useful to directorsand secretariesof limited companiesin consulting this work; for it is easy to find the matter required under the appropriate heading. Officers of companies will find in the new edition the guidance they require in matters not demanding professional assistance; while students will also find a perusal of the work useful to them. The Appendix (pp. 257-422) oontains the text of the Companies (Consolidation) Act, 1908, together with its Schedules; the Companies Act, 1913; the Companies (Foreign Interests) Act, 1917; the Companies (Particulars as to Directors) Act, 1917; and the Registration of Business Names Act, 1916. The Appendix also contains the Companies (Winding-up) Rules, 1921, dated July 26, 1921, made pursuant to section 237 of the Companies (Consolidation) Act, 1908. The Index (pp. 423-464) is sufficiently full to be of real service to the reader. Mr. Stanley Borrie assisted Mr. Jordani in preparing the fourteenth edition. In the present edition Mr. Jordan's and Mr. Borrie's names appear on the title-page as joint authors. They are to be congratulated on the appearance of this new edition of a short treatise on an important subject, which is written in a lucid style with due regard to both law and practice.

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