Company Law

444 Pages·2015·3.42 MB·English

by  Chris Shepherd

Key Facts Key Cases
Company Law
KEY FACTS KEY CASES
The Key Facts Key Cases revision series is designed to give you a clear
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Key Facts Key Cases
Company Law
Ann Ridley and Chris Shepherd
First published 2015
by Routledge
2 Park Square, Milton Park, Abingdon, Oxon OX14 4RN
and by Routledge
711 Third Avenue, New York, NY 10017
Routledge is an imprint of the Taylor & Francis Group, an informa business
© 2015 Ann Ridley and Chris Shepherd
The right of Ann Ridley and Chris Shepherd to be identified as authors of this work has been asserted by
them in accordance with sections 77 and 78 of the Copyright, Designs and Patents Act 1988.
All rights reserved. No part of this book may be reprinted or reproduced or utilised in any form or by any
electronic, mechanical, or other means, now known or hereafter invented, including photocopying and
recording, or in any information storage or retrieval system, without permission in writing from the
publishers.
Trademark notice: Product or corporate names may be trademarks or registered trademarks, and are used
only for identification and explanation without intent to infringe.
British Library Cataloguing in Publication Data
A catalogue record for this book is available from the British Library
Library of Congress Cataloging in Publication Data
A catalog record for this title has been requested
ISBN: 978–0–415–83322–6 (pbk)
ISBN: 978–1–315–76096–4 (ebk)
Typeset in Helvetica
by RefineCatch Limited, Bungay, Suffolk
Contents
PREFACE
TABLE OF CASES
Chapter 1 COMPANY FORMATION
1.1 Types of company
1.2 Registration
1.3 Promoters
1.4 Pre-incorporation contracts
Key Cases Checklist
Chapter 2 CORPORATE PERSONALITY
2.1 Introduction
2.2 Consequences of incorporation
2.3 The Salomon principle
2.4 Lifting the veil of incorporation
2.5 Civil and criminal liability
Key Cases Checklist
Chapter 3 THE CONSTITUTION
3.1 The company’s constitution
3.2 Shareholder agreements
3.3 Contractual effect of the constitution
3.4 Directors, the articles and extrinsic contracts
3.5 Alteration of articles
Key Cases Checklist
Chapter 4 TRANSACTIONS WITH OUTSIDERS
4.1 Introduction
4.2 The ultra vires doctrine: historical perspective
4.3 Agency principles and company law
4.4 Section 40 Companies Act 2006
4.5 The indoor management rule
Key Cases Checklist
Chapter 5 SHARE CAPITAL
5.1 Shares
5.2 Allotment of shares
5.3 Class rights
5.4 Offering shares to the public
Key Cases Checklist
Chapter 6 MAINTENANCE OF CAPITAL
6.1 General principles
6.2 Reduction of capital
6.3 Dividends
6.4 Issues at a discount
6.5 Purchase by a company of its own shares
6.6 Redeemable shares
6.7 Financial assistance for purchase of own shares
Key Cases Checklist
Chapter 7 COMPANY BORROWING
7.1 Introduction
7.2 Debentures
7.3 Secured and unsecured borrowing
7.4 Registration and priorities
7.5 Reform
Key Cases Checklist
Chapter 8 MEETINGS AND RESOLUTIONS
8.1 Introduction
8.2 Meetings
8.3 Resolutions
8.4 Unanimous assent of all members
8.5 Interference by the general meeting with company management
Key Cases Checklist
Chapter 9 DIRECTORS
9.1 Introduction
9.2 Types of director
9.3 Appointment
9.4 Termination of office
9.5 Remuneration
9.6 Directors as employees
Key Cases Checklist
Chapter 10 DIRECTORS’ DUTIES
10.1 Introduction
10.2 The general duties
10.3 Other statutory provisions regarding directors’ interests
Key Cases Checklist
Chapter 11 SHAREHOLDER REMEDIES
11.1 Derivative claims
11.2 Personal claims
11.3 The ‘no reflective loss’ principle
11.4 Unfair prejudice
11.5 Winding up on the just and equitable ground
Key Cases Checklist
Chapter 12 COMPANY FAILURE AND LIQUIDATION
12.1 The legal frame work
12.2 Company voluntary arrangements
12.3 Administration
12.4 Receivers and administrative receivers
12.5 Winding up
12.6 Personal liability in winding up
12.7 Avoidance of pre-liquidation transactions
12.8 Dissolution
12.9 Re-use of an insolvent company’s name
Key Cases Checklist
INDEX