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Company Law

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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 restructuring (including liabilities arising on insolvency).The author's accessible writing style and comprehensive approach to the subject makes this an idea textbook for students of company law.
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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