COMPARETT I — COMPASS Law of Trading and other Companies, 2nd ed. within a year or suspends it for a year; (3) when the —Manson. London, 1893.—Turing. Joint Stock Companies, 5th ed. London, members are reduced to less than seven ; (4) when the 1889.—Brice. Hires, 3rd ed. 1893.—Hamilton. Directors. company is unable to pay its debts, and (5) whenever London, 1882. (e. ma.) the Court is of opinion that it is just and equitable that Comparetti, Domenico (1835 -), Italian the company should be wound up (C. A., 1862, § 79). scholar, was born at Rome, 27th June 1835. His father, A petition for the purpose may be presented either by a a native of Liguria, who had fought under Napoleon, had creditor, a contributory, or the company itself. Where destined his son for a military career, but the boy had the petition is presented by a creditor who cannot obtain such a marked distaste for physical exertion that this idea payment of his debt, a winding-up order is ex debito had to be abandoned. Instead, he began to study at the justitice as against the company or shareholders, but not University of Rome, and took his degree in 1855 in natural as against the wishes of a majority of creditors. science and mathematics. Directly afterwards he entered The procedure on the making of a winding-up order is his uncle’s pharmacy as assistant. Here he diligently now governed by §§ 7, 8, 9 of the Winding-up Act, 1890. pursued his profession, though he was gradually learning The official receiver, as liquidator pro tem., requires a that his real bent was for literature, not science. His statement of the affairs of the company verified by the scanty leisure was now given to study, and every coin he directors, and on it reports to the Court as to the causes could spare was spent on books. He learned Greek by of the company’s failure, and whether further inquiry is himself, and gained facility in the modern language by desirable. If he further reports that in his opinion fraud conversing with the Greek students at the university. In has been committed in the promotion or formation of the spite of all disadvantages, he not only mastered the difficompany by a particular person, the Court may order such culties of the language, but became before long one of person to be publicly examined. the chief classical scholars of Italy. In 1857 he made A liquidator’s duty is to protect, collect, realize, and a translation of some recently discovered fragments of distribute the company’s assets; and for this purpose he Hyperides, and added to it a dissertation on that orator. advertises for creditors, makes calls on contributories, sues This was published in the Pheinisches Museum, and was debtors, takes misfeasance proceedings, if necessary, against followed by a notice of the annalist Granius Licinianus, directors or promoters, and carries on the company’s busi- and one on the oration of Hyperides on the Lamian War. ness, supposing the goodwill to be an asset of value— He also wrote some articles for the Spettatore Fiorentino with a view to selling it as a going concern. He is and the Archivio Storico Italiano. In 1859 he was assisted, like a trustee in bankruptcy, by a committee of appointed professor of Greek at Pisa on the recommendinspection, composed of creditors and contributories. ation of the Duke of Sermoneta. A few years later he was A large number of companies now wind-up only to called to a similar post at Florence, remaining emeritus reconstruct. The reasons for a reconstruction are gener- professor at Pisa also. At this time he made the acquaintally either to raise fresh capital, or to get ance of a Jewish lady from Odessa, who became his wife. Reeaa0f onerous preference shares, or to enResiding in Rome, and lecturing on Greek antiquities, he st ruction. _ .
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> t.* large the scope of the company s objects, has taken an active interest in the Forum excavations. which is otherwise impracticable owing to the unalter- He is a member of the governing bodies of the academies of ability of the Memorandum of Association. Reconstruc- Milan, Venice, Naples, and Turin. The list of his writings tions are carried out in one of two ways: (1) by sale is long and varied. Of his works in classical literature, and transfer of the company’s undertaking and assets to the best known are an edition of the Euxenippus of a new company, either under a power to sell contained Hyperides, and monographs on Pindar and Sappho. In in the Company’s Memorandum of Association or under the Kalewala and the Traditional Poetry of the Finns, he § 161 of the Companies Act, 1862; or (2) by a scheme discusses the national epic of Finland and its heroic songs, of arrangement, sanctioned by the Court, under the Joint with a view to solving the problem whether an epic could Stock Companies Arrangements Act, 1870. be composed by the interweaving of such national songs. Public Companies.—Besides trading companies there is He comes to a negative conclusion, and applies this reasoning another large class, which for shortness may be called public to the Homeric problem. He treats this question again in companies, i.e., companies constituted by special Act of a treatise on the so-called Peisistratean edition of Homer. Parliament for the purpose of constructing and carrying on His Vergil in the Middle Ages, which has been translated some undertaking of public utility, such as railways, canals, into English, traces the strange vicissitudes by which the docks, waterworks, gasworks. The rights of members of great Augustan poet became successively grammatical these companies, the duties and liabilities of the under- fetich, Christian prophet, and wizard. Together with takers and directors, depend on the conjoint operation of Professor Alessandro of Ancona, Comparetti edited a the Companies Special Act and of the Companies Clauses collection of Italian national songs and stories, many of Acts, 1845, 1863, 1869. The special Act supplies the which had been collected and written down by himself for peculiar powers and provisions which the particular the first time. company requires, and the Companies Clauses Acts those Compass.—The Mariner’s compass is an instrument general powers and provisions which are necessarily or usually inserted in the constitution of such public com- by means of which the directive force of that great magnet, pany,—regulating the distribution of capital, the transfer the Earth, upon a freely-suspended needle, is utilized for a of shares, payment of calls, borrowing, and general meetings. purpose essential to navigation. The needle is so mounted A distinguishing feature of these companies is that, being that it only moves freely in the horizontal plane, and theresanctioned by the Legislature for undertakings of public fore the horizontal component of the earth’s force alone utility, the policy of the law will not allow them to be directs it. The direction assumed by the needle is not broken up or destroyed by creditors. It gives creditors generally towards the geographical north, but diverges towards the east or west of it, making a horizontal angle only a charge on the receipts—“the fruit of the tree.” with the true meridian, called the Magnetic Variation or Authorities.—Lindley on Companies, 5th ed. London, 1889. Declination ; amongst mariners this angle is known as the —Buckley on The Companies Acts, 7th ed. London, 1897.— Variation of the compass. In the usual navigable waters Chadwyck Healey. Joint Stock Companies, 3rd ed. London, of the world the variation alters from 30° to the east 1894.—Palmer. Company Precedents, 7th ed. London, 1898. Winding-up Forms. London, 1900. Debentures. London, 1900. to 45° to the west of the geographical meridian, being 178
