| 单词 | Receiver and manager |
| 释义 | 接管人和經理人 A receiver who is given the power to manage the business of the company where the continued operation of that business is desirable: Re Newdigate Colliery Ltd [1912] 1 Ch 468. There is a distinction between a receiver and a ‘receiver and manager’: the former is only authorised to collect and realise the secured assets with no power to run the business whereas the latter is empowered to do so with the objective of realising the assets on the basis of a going concern: Re Victoria Steamboats Ltd [1897] 1 Ch 158. A ‘receiver and manager’ is also distinguished from a ‘manager’ who may be appointed by a chargee to act for the chargee when the chargee itself takes possession of the charged property, either because it has the legal title or because the instrument of charge gives power to take possession. The appointment of a receiver and manager is most appropriate in the circumstances where the primary purpose is the preservation of assets of the company as a going concern. A receiver and manager can be appointed either by a debenture holder or by the court. A receiver and manager appointed by a debenture holder is referred to as a ‘receiver and manager appointed out of court’: Companies Ordinance (Cap 32) s 298A. A receiver and manager appointed by a debenture holder is a person to whom the company has given powers of management pursuant to the debenture to enable him to preserve and realise the assets comprised in the security for the benefit of the debenture holder: Re B Johnson & Co (Builders) Ltd [1955] Ch 634, 2 All ER 775. A receiver and manager is appointed by the court if it considers it is necessary or desirable to do so for the purpose of protecting the interests of any persons to whom the company may be liable or in the event where the security is in jeopardy: In re New York Taxicab Co [1913] 1 Ch 1. A receiver and manager appointed by the court is an officer of the court over whom the court will exercise control: Parsons v Sovereign Bank of Canada [1913] AC 160. See also Official receiver; Receiver. 獲給予權力管理公司業務的接管人，應當使有關業務持續運作：Re Newdigate Colliery Ltd [1912] 1 Ch 468。接管人和 「接管人和經理人」之間有分別：前者只獲授權收取及變現有擔保之資產但無權經營業務，而後者則獲授權經營業務，其目的在於為使公司照常營業變現資產：Re Victoria Steamboats Ltd [1897] 1 Ch 158。「接管人和經理人」也有別於「經理人」，當承押記人本身持有押記財物時，承押記人可委任經理人為其行事，因為有法律業權或因為押記文書授予權力持有。如主要目的在於保全公司的資產以照常營業，委任接管人和經理人則最為適合。可由債權證持有人或法院委任接管人和經理人。由債權證持有人委任的接管人和經理人被稱為 「由法院以外委任的接管人和經理人」：《公司條例》（第32章）第298A條。由債權證持有人委任的接管人和經理人是有關的公司按照債權證給予管理權的人，可使他保存及變現包含在抵押的資產，以使債權證持有人受益： Re B Johnson & Co (Builders) Ltd [1955] 2 All ER 775。如法院認為須要或適宜以保障任何公司可能對其有法律責任的人的權益，或如有關的抵押受危害，接管人和經理人由法院委任：Re New York Taxicab Co [1913] 1 Ch 1。由法院委任的接管人和經理人是法院會對其行使控制權的法院人員： Parsons v Sovereign Bank of Canada [1913] AC 160。另見 Official receiver; Receiver。 |
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