DEBRECZEN —DECATUR -enforceable there are a variety of remedies open to them. These fall into two classes—(1) remedies available without the aid of the Court; (2) remedies available only with the aid of the Court. (1) If there is a trust deed, the trustees may appoint a receiver of the property comprised in the security, and they may also sell under the powers contained in the deed, or under § 25 of the Conveyancing Act, 1881. Sometimes .similar powers—to appoint a receiver and to sell—are inserted in the conditions endorsed on the debenture. (2) The remedies with the aid of the Court are—(a) ■an action by one or more debenture-holders on behalf of •all for a receiver and to realize the security; (b) an originating summons for sale or other relief, under Rules of Supreme Court, 1883, O. 55, R. 5a; (c) an action for foreclosure where the security is deficient,—all the debenture-holders must be parties to this proceeding; (d) a winding-up petition. Of these modes of proceeding, the first is by far the most common and most convenient. The -company is generally consenting, and the action comes on for judgment on agreed minutes, when the Court directs accounts and inquiries as to who are the holders of the debentures, what is due to them, what property is comprised in the security, and gives leave to any of the parties to apply in chambers for a sale. If the company has gone into liquidation, leave must be obtained to commence or continue the action, but such leave in the case of debenture-holders is ex debito justitice. The administration of a company’s assets in such actions by debenture-holders (debenture-holders’ liquidations, as they are called) has of late encroached very much on the ordinary administration of winding up. The chief sufferers from the floating security, when it comes to be enforced on winding up, are the company’s unsecured creditors, who find that everything belonging to the company, uncalled capital included, has been pledged to the debenture-holders. The conventional answer is that such creditors might and ought to have inspected the company’s register of mortgages and charges. Reconstruction.—When a company reconstructs, as it often does in these days, the rights of debenture-holders have to be provided for. Reconstructions are mainly of two kinds—(1) by arrangement, under the Joint-Stock Companies Arrangement Act, 1870, and (2) by sale and transfer of assets, either under § 161 of the Companies Act, 1862, or under a power in the company’s memorandum of association. Under the Joint-Stock Companies Act a petition for the sanction of the Court to a scheme is presented, and the Court thereupon directs meetings of creditors, including debenture-holders, to be held. A three-fourths majority in value of debenture-holders present at the meeting in person or by proxy binds the rest. Debenture-holders claiming to vote must produce their debentures at or before the meeting. Under the other mode of reconstruction—sale and transfer of assets—there is usually a novation, and the debenture-holders accept the security of the new company in the shape of debentures of equivalent value or—occasionally—of fully paid preference shares. A point in this connexion, which involves some hardship to debenture-holders, may here be adverted to. It is a not uncommon practice for a solvent company to pass a resolution to wind up voluntarily for the purpose of reconstructing. The efiect of this is to accelerate payment of the security, and the debenture-holders have to accept their, principal and interest only, parting with a good security and perhaps a premium which would have accrued to them in a year or two. The company is thus enabled >y its own act to redeem the reluctant debenture-holder on terms most advantageous to itself. To obviate this hard-
397 ship, it is now a usual thing in a debenture-holders’ trust deed to provide—the committee of the London Stock Exchange indeed require it—that a premium shall be paid to the debenture - holders in the event of the security becoming enforceable by a voluntary winding up with a view to reconstruction. Public Companies.—Public companies, i.e., companies incorporated by special Act of Parliament for carrying on undertakings of public utility, form a class distinct from trading companies. The borrowing powers of these companies, the form of their debenture or debenture stock, and the rights of the debenture-holders or debenture-stockholders, depend on the conjoint operation of the companies’ own special Act and the Companies Clauses Acts, 1845, 1863, and 1869. The provisions of these Acts as to borrowing, being express, exclude any implied power of borrowing. The first two of the above Acts relate to mortgages and bonds, the last to debenture stock. The policy of the Legislature in all these Acts is the same, namely, to give the greatest facilities for borrowing, and at the same time to take care that undertakings of public utility which have received its sanction shall not be broken up or destroyed, as they would be if the mortgagees or debenture - holders were allowed the ordinary rights of mortgagees for realizing their security by seizure and sale. Hence the Legislature has given them only “ the fruit of the tree,” as Lord Cairns expressed it. The debentureholders or the debenture-stockholders may take the earnings of the company’s undertaking by obtaining the appointment of a receiver, but that is all they can do. They cannot sell the undertaking or disorganize it by levying execution, so long as the company is a going concern ; but this protecting principle of public policy will not be a bar to a debenture-holder, in his character of creditor, presenting a petition to wind up the company, if it is no longer able to fulfil its statutory objects. Railway companies are affected by further special legislation, which will be found in the Railway Companies Powers Act, 1864, the Railways Construction Facilities Act, 1864, and the Railway Securities Act, 1866. Municipal Corpwations and County Councils.—These bodies are authorized to borrow for their proper purposes on debentures and debenture stock with the sanction of the Local Government Board. See the Municipal Corporations Act, 1882, the Local Authorities Loans Act, 1875, and the Local Government (England and Wales) Act, 1888. United States.—In the United States there are two meanings of debenture—(1) a bond not secured by mortgage; (2) a certificate that the United States is indebted to a certain person or his assigns in a certain sum on an audited account, or that it will refund a certain sum paid for duties on imported goods, in case they are subsequently exported. Bibliography.—Mansox. Debentures and Debenture Stock. London, 1894. — Simonson. Debentures and Debenture Stock. London, 1898.—Palmer. Company Precedents, 7th ed. (Debentures). London, 1900. (E MA^
Debreczen, a municipal town of Hungary, 114 miles east of Budapest, with (1900) 75,006 inhabitants. The country belonging to the town forms a vast plain 370 square miles in extent, on which are few dwelling-places, but wdiere roam hundreds of thousands of cattle, horses, sheep, and pigs. Debu Lake. See Niger. Decatur, capital of Macon county, Illinois, U.S.A., near the Sangamon river, at an altitude of 668 feet. Its site is level, its street plan regular, and it has a good water supply and well paved streets. Five railways meet here, making it a commercial point of much importance. Among its manufacturing establishments are flour-mills and car shops, and in its vicinity are coal-mines. Popula-
