but the committee, looking at the business convenience of the floating charge, saw no reason for recommending an alteration in the law.
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, amended in 1900 and 1907, incorporated in act of 1908 (§ 120), and (2) by sale and transfer of assets, either under § 192 of the act of 1908, or under a power in the company’s memorandum of association. By the procedure provided under (1) 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 effect 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 by its own act to redeem the reluctant debenture-holder on terms most advantageous to itself. To obviate this hardship, 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 implicit 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 legislative 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 debenture-holders 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 have 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 Corporations 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.
Authorities.—E. Manson, Debentures and Debenture Stock (London, 2nd ed., 1908); Simonson, Debentures and Debenture Stock (London, 2nd ed., 1902); Palmer, Company Precedents (Debentures) (3rd ed., London, 1907). (E. Ma.)
DEBORAH (Heb. for “bee”), the Israelite heroine in the Bible through whose encouragement the Hebrews defeated the Canaanites under Sisera. The account is preserved in Judges iv.–v., and the ode of victory (chap. v.), known as the “Song
of Deborah,” is held to be one of the oldest surviving specimens
of Hebrew literature. Although the text of this Te Deum has
suffered (especially in vv. 8-15) its value is without an equal
for its historical contents. It is not certain that the poem was
actually composed by Deborah (v. 1); ver. 7, which can be rendered
“until thou didst arise, O Deborah,” is indecisive. The poem
consists of a series of rapidly shifting scenes; the words are
often obscure, but the general drift of the whole can be easily
followed. After the exordium, the writer describes the approach
of Yahweh from his seats in Seir and Edom in the south to the
help of his people—the language is reminiscent of Ps. lxviii. 7 sqq.,
Hab. iii. 3 seq. 12 seq. In the days of Shamgar the son of Anath
the land had been insecure, the people were disarmed, and neither
shield nor spear was to be seen among their forty thousand
(cf. 1 Sam. xiii. 19-22, and for the number Josh. iv. 13). Then
follows, apparently, a summons to magnify Yahweh. After an
apostrophe to Deborah and Barak, the son of Abinoam, the meeting
of the clans is vividly portrayed. Ephraim, with Benjamin
behind him (for the wording, cf. Hos. v. 8), Machir (here the
tribe of Manasseh) and Zebulun, Issachar and Naphtali, pour
down into the valley of the Kishon. Not all the tribes were
represented. Reuben was wavering, Gilead (i.e. Gad) remained
beyond the Jordan, and Dan’s interests were apparently with the
sea-going Phoenicians (see Dan); their conduct is contrasted
with the reckless bravery of Zebulun and Naphtali. Judah is
nowhere mentioned; it lay outside the confederation. The
Canaanite kings unite at Taanach by Megiddo, an ancient battlefield
probably to be identified with Lejjūn. The heavens joined
the fight against Sisera (cf. the appeal in Josh. x. 12 seq.), a storm
rages, and the enemy are swept away in the flood. Meroz,
presumably on the line of flight, is bitterly cursed for its inaction:
“they came not to the help of Yahweh.” In vivid contrast to
this is the conduct of one of the Kenites: “blessed of all women
is Jael, of all the nomad women is she blessed.” The poem
recounts how the fleeing king craves water, she gives him
milk, and (as he drinks) she fells him (perhaps with a tent-peg);
“at her feet he sank down, he fell, he lay, where he sank he
lay overcome.” The last scene paints the mother of Sisera
impatiently awaiting the king. Her attendants confidently
picture him dividing the booty—a maiden or two for each man,
and richly embroidered cloth for himself. With inimitable
strength the poet suddenly drops the curtain—“so perish thine
enemies, all of them, Yahweh! But let them that love him be
as the sun when it rises in its might.”
The historical background of this great event is unknown. The Israelite confederation consists of central Palestine with the (east-Jordanic) Machir, and the northern tribes with the exception of Dan and Asher. This has suggested to some an invasion from the coast, or from the north by way of the coast, since had Dan and Asher fallen into the hands of the enemy, this would probably have been referred to in some way. Sisera is scarcely a Semitic name; a “Hittite” origin has been suggested.[1] Shamgar son of Anath seems equally foreign; the latter is the name of a Syrian goddess and the former recalls Sangara, a Hittite chief of Carchemish in the 9th century. The context suggests that
