Company Law

Name: Company Law
Price: 49.33 USD
Availability: InStock
ISBN: 9780199608027

ISBN-10: 0199608024

ISBN-13: 9780199608027

Edition: 3rd 2012

Authors: Brenda Hannigan

List price: $34.99

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Description:

The third edition of Company Law brings clarity and sophisticated analysis to a company law landscape much altered by the groundbreaking Companies Act 2006. Hannigan captures the dynamism of company law, places the material in context and guides students through all the major topics studiedat undergraduate level. The book is divided into five distinct sections covering corporate structure (including legal personality and constitutional issues), corporate governance (including directors' duties and liabilities), shareholders' rights and remedies (including powers of decision-making and shareholderengagement), corporate finance (including share and loan capital), and corporate rescue and…

Book details

List price: $34.99
Edition: 3rd
Copyright year: 2012
Publisher: Oxford University Press
Publication date: 9/11/2015
Binding: Paperback
Pages: 820
Size: 9.60" wide x 6.60" long x 1.50" tall
Weight: 2.684
Language: English



Table of statutes


Table of statutory instruments


Table of European legislation


Table of cases



The Corporate Structure



Formation, classification and registration of companies



Introduction



Company formation-companies limited by shares



Company formation-companies limited by guarantee



Private and public companies



Re-registration of companies



Groups of companies



The registrar of companies and the public registry



The framework of company law



The statutory framework



The European framework



European structures



Corporate personality



A separate legal entity



Disregarding the separate entity



The corporate group-separate entities or single unit



Corporate acts and liabilities



The company constitution



Defining the constitution



Content of the articles



Amending the articles



Interpreting the articles



Enforcing the articles



Supplementing the constitution-shareholders' agreements



Corporate Governance-Directors' Roles and Responsibilities



Corporate governance-board structure and shareholder engagement



Introduction



The UK Corporate Governance Code



Corporate Governance requirements-the board of directors



Board committees



Shareholder engagement



Board composition-appointment and removal of directors



Appointment of directors



Termination of appointment



A statutory statement of directors' duties



Introduction



The statutory statement



Duties owed to the company



Duty to act within constitution and powers



Introduction



The constitutional division of power within a company



Types of authority



Statutory protection for third parties



Exercise of a power for an improper purpose



Duty to promote the success of the company



Introduction



Duty to act in good faith



The success of the company for the benefit of the members as a whole



Having regard to various factors



Considering the creditors' interests



Duty of care, skill and independent judgement



Introduction



The statutory standard of care, skill and diligence



The content of the duty



Duty to exercise independent judgement



Duty to avoid a conflict of interest



Introduction



Scope of the duty to avoid conflicts of interest



Benefits from third parties



Proposed transactions with the company



Existing transactions with the company



Specific conflicts-CA 2006, Part 10, Ch 4



Introduction



Directors' long-term service contracts: CA 2006, ss 188-189



Payments for loss of office: CA 2006, ss 215-221



Substantial property transactions: CA 2006, ss 190-196



Loans, quasi-loans and credit transactions: CA 2006, ss 197-214



Directors' liabilities for breach of duty



Introduction



Claim for breach of fiduciary duty



Liability of third parties



Claims for negligence



Managing potential liabilities



Corporate Governance-Shareholders' Rights and Remedies



Membership and the incidents of membership



Becoming a member



Classes of shares



Class rights



Share transfer and transmission



The register of members



Decision-making and company meetings



Introduction



Voting entitlement



Resolutions



General meetings



Meeting procedures



The Duomatic principle-informal unanimous assent



Informed shareholders and stakeholders-disclosure and the limited company



Introduction



The statutory scheme



The auditors' role



Auditors' liability and limitation of liability



The unfairly prejudicial remedy and the minority shareholder



Introduction



Petitioning on the grounds of unfair prejudice



The derivative claim and the rule in Foss v Harbottle



Corporate claims for wrongs done to the company



The derivative claim-CA 2006, Part 11



Corporate loss and reflective loss



Personal actions at common law



Statutory remedies



Corporate Finance-Share and Loan Capital



Share capital-capital raising and payment



Introduction



Share capital requirements



Issuing shares at par, premium or a discount



Alteration of share capital



Allotment of shares



Payment for shares



Capital raising



The doctrine of capital maintenance



An overview of the doctrine of capital maintenance



Purchase and redemption of a company's own shares



Reduction of capital



Distributions to the members



Financial assistance by a company for the acquisition of its own shares



Loan capital-secured creditors and company charges



Introduction to company charges



Fixed and floating charges



The approach to categorisation



Registration of charges



Enforcement of a floating charge



Corporate Rescue and Restructuring



Company voluntary arrangements



Introduction



Company voluntary arrangements-IA 1986, Part I



Company voluntary arrangement with a moratorium



Corporate rescue-administration



Introduction



The purpose of administration



The appointment of an administrator



The company in administration



The role and powers of the administrator



Ending administration-exit routes



Administration expenses and liabilities



Concluding issues



Liquidation and dissolution-winding up the insolvent company



Introduction



Voluntary winding up



Compulsory winding up



Consequences of winding-up order



The role and powers of a liquidator



The anti-deprivation rule, proof of debts and set-off



The order of distribution



Dissolution of the company



Directors' liabilities and vulnerable transactions on insolvency



Introduction



Misfeasance procedure-IA 1986, s 212



Fraudulent and wrongful trading



Prohibition on the re-use of company names



Avoidance of transactions prior to winding up



Disqualification of directors



Corporate takeovers and reconstruction



Introduction



The regulatory framework



The Takeover Panel



The conduct of takeovers under the Takeover Code



Protection of minority shareholders



Schemes of arrangement-CA 2006, Part 26



Reconstruction in the course of voluntary liquidation


Index