₦airaland Forum

Company securities are basically funds available to the company and converted into a form of shareholding for a company operation which maybe internally or externally obtained.

Company securities includes ; Shares, debentures, stock , bonds.

SHARES

Shares is a fixed identifiable unit of capital that represent a members stake in a company share capital, it confers right and obligation on a holder, it is transferable. See. Sec. 567 (1) CAMA.

A shares is a chose in action and property transferable as provided in the Article and terms of offer.

See. Boland trustee v. Steel Bros & co. And. Sec.115 CAMA.

Shares can therefore be said to be one of the companies securities that are internally obtained, this is to the effect that upon the subscription to the shares of a company, the subscribers becomes members of that company, having the right and obligation as members of a company. i.e entitle to receive notice of meeting, and to attend meetings etc.

Thus; shares represent the interest of a member / shareholder in the company measured by a sum of money for the purpose of liability in the first place and of interest in the 2nd, but also consisting of a series of mutual covenants (agreement/obligation) entered into by all the shareholders.

TYPES OF SHARES

Shares are of different classes and have different rights attaching to them. They are:-.

1. Preferences shares: this are shares which gives the holder priority over other classes of shareholders in relation to dividend before anything is paid on other classes of shares. They are issued to members who do not want to partake in the risks of loss.

2. Ordinary Shares: here the shareholders bear the major financial risk of the company and are often the equity shares of the company. Unlike preferences shareholder, they do not attract special rights or privileges over other shares.

Their dividend are not fixed and they they may rise considerably with the level of profitability of the company.

Voting power and strength of the holders in the company's meeting allow them to control the resolution of the meeting.

3. Deferred shares: this is also refers to as "Founders shares". , this is because they are held by founders of the company. And it is so called because the payment of dividend and return on capital are deferred until payment has been made in respect of other classes of share. See. Sec.119 CAMA.

Right and Obligation attached to Shareholders

1). Right to notice of meeting

2). Right to attend meeting

3). Right to vote at a meeting

4). Right to payment of dividend

5). Right to transfer shares.

7). Right to have his name registered in the register of members

. Right to sue the company and sue on its behalf.

Acquisition of Shares.

Company shares can be acquired by;

1). Subscription

2). Allotment

3). Transfer

4). Transmission.

NOTE: Having established that upon the subscription of shares, shareholders becomes members of a company, this means of acquisition of shares listed above, is also the same as the ways of becoming a member of a company.

DEBENTURE.

This are company's securities that are externally obtained. Thus a company may borrow money for the purpose of its business or object and may mortgage or charge it's undertaking, property and uncalled capital or any part of it and issue debentures, debenture stock and other securities. S.166CAMA.

Thus, a debenture is a document which creates or acknowledges a debt due from a company. They are issued to people from who the company had borrow money and they are called "Debenture holder".

Types of Debenture

1). Perpetual Debenture: this is one redeemable only at the expiration of the fixed date, expect in the happening of contigency. S.171 CAMA

2). Convertible Debenture : here it can be converted to shares of the company, thereto making such debenture holder a shareholder and member of the company. S.172 CAMA.

3). Secured or naked : debenture make be secured by a charge over the company's specific property or may be unsecured by any charge. Thus it's is naked when it is not secured by any property of the company. S.173 .

4). Redeemable Debenture: this are debenture that are liable to be redeemed at the option of the company. S.174 CAMA.

And we also have : bearer debenture and registered debenture (this are however no more in use).

ATTENDANCE OF PARTIES: EFFECT & IMPORTANCE IN CRIMINAL TRIAL.

A). Attendance of the Accused Person.

Any person who is charged with a criminal offence must attend his trial from the day he is arraigned to the day his sentenced "unless he misconduct himself by so interrupting the proceedings or otherwise as to render the continuance in his presence impracticable" - S.210 CPA

Where such absent is without cogent or compelling reason the court may issue a bench warrant to effect such attendance.

Generally a trial conducted in the absence of an accused shall be void; however there are instances where the law permits to continue trial in the absence of an accused.

This exceptions are:

i). When a person is charged with an offence for which the penalty does not exceed #100 fine or 6month imprisonment or both. The court may dispense with the personal attendance of the accused person in such matter (Misdemeanour offence). The accused in such instance must however (1) be represented by a counsel (2).Pleads guilty in writing. See. S.100C.P.A, S.154 C.P.C

ii). Under S.230(2)C.P.A, the court can also dispense with the presence of the accused if he is of unsound mind.

iii). Where an accused misconduct himself by so interrupting the proceedings or otherwise as to render there continuance in his presence impracticable - S.210 C.P.A, S.208 ACJL.

B). Attendance of Complainant in court.

A complainant may be a victim, police or the state, it is important that the complainant be present during trial, failure to this effect may lead to a dismissal of the complaint and discharge of the accused person.

However where the complainant gives reasonable doubts as to his absence the court may adjorn the hearing to a future date. -. S.282 C.P.A, S.236 ACJL

NOTE: Where both parties (accused and complainant) are absent the court can in such situation:

- issue a bench warrant for the arrest of the accused person (if he is on bail)

- Make an order that the complainant must be present at the next adjourned date.

- Dismiss the complainant and discharge the accused person such a discharged is however not a bar to subsequent proceedings against the accused.

C). Attendance of a Material or vital witness

Where a witness is needed to testify or give evidence in court and such witness is absent from trial. The court may issue summons requiring the witness to attend the court.

Other measures the court can take to secure the attendance of a vital witness includes:


- Issue a subpoena to compell the attendance

- Issue a warrant of arrest (where there is no justifiable reason for absence).

- Issue a bench warrant

This processes are however issued upon the application of party for which it's needed.

D). Attendance of counsel in court

One of the right of an accused by virtue of S.36(6)C.F.R.N. Provides that "Every person who is charged with a criminal offence shall be entitled to defend himself in person or by a legal practitioner of his choice"

Thereto where a counsel fails to attend trial, he must inform the court of the cogent reason to justify his absence, or another counsel is briefed to take up the matter. Failure in doing any of this,expose the accused to the task of defending himself.

However in a capital offence, the accused shall be assigned a counsel to represent him.

Every counsel in his representation is saddled with certain responsibilities, they owe a duty to the court and to there client. thus we shall be looking at the duty of a counsel in criminal trials.

* Duty of Prosecuting counsel

(a) He is to be fair and impartial

(b) He shall not withhold the existence of any adverse decision on a point of law favourable to the accused.

(c) Duty to make available to the accused person evidence favourable to him

** Duty of Defence Counsel

(a). Duty to accept brief. R.24(1)R.P.C

(b). Duty to preserve confidential information R.19(1) & (2) R.P.C

(c). Duty to appear in a litigation for the accused until the conclusion of the case R.21(1) & 14(4) R.P.C.

(d). Duty to exercise professional competence R.14. R.P.C