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657 Pages·2011·5.489 MB·English

by  Wilson, William

LONGMAN LAW SERIES
John Lowry and Arad Reisberg
Pettet’s Company Law:
Company Law &
Corporate Finance

FOURTH EDITION
“John Lowry and Arad Reisberg rise more than admirably to the task of
assimilating, explaining and analysing this vast corpus of legal material. The
text is pellucidly clear, analytically précis, judicious in its balance in dealing with
the various topics, comprehensive, and always cognisant of the policy issues.”
Professor Dan Prentice, Oxford, UCL and Erskine Chambers
Pettet’s Company Law
L O N G M A N L A W S E R I E S
Providing you with the best possible basis for your legal study.
ISBN: 9781408279281 ISBN: 9781408255520 ISBN: 9781408295731
ISBN: 9781408279328 ISBN: 9781408280799 ISBN: 9781408272831
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Pettet’s Company Law
Company Law and Corporate
Finance
Fourth Edition
John Lowry
Arad Reisberg
Pearson Education Limited
Edinburgh Gate
Harlow
Essex CM20 2JE
England
and Associated Companies throughout the world
Visit us on the World Wide Web at :
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First published 2001
Second edition published 2005
Third edition published 2009
Fourth edition published 2012
© Pearson Education Limited 2001, 2012
The rights of John Lowry and Arad Reisberg to be identified as authors of this Work have been
asserted by them in accordance with the Copyright, Designs and Patents Act 1988.
All rights reserved. No part of this publication may be reproduced, stored in a retrieval
system, or transmitted in any form or by any means, electronic, mechanical, photocopying,
recording or otherwise, without either the prior written permission of the publisher or a
licence permitting restricted copying in the United Kingdom issued by the Copyright
Licensing Agency Ltd, Saffron House, 6–10 Kirby Street, London EC1N 8TS.
All trademarks used herein are the property of their respective owners. The use of any trademark
in this text does not vest in the author or publisher any trademark ownership rights in
such trademarks, nor does the use of such trademarks imply and affiliation with or
endorsement of this book by such owners.
Contains public sector information licensed under the Open Government Licence (OGL) v1.0.
http://www.nationalarchives.gov.uk/doc/open-government-licence/open-governmentlicence.htm.
Pearson Education is not responsible for the content of third-party internet sites.
ISBN 978-1-4082-7283-1
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
Pettet, B. G.
Pettet, Lowry & Reisberg’s company law : company and capital markets law / Ben
Pettet, John Lowry, Arad Reisberg. -- 4th ed.
p. cm.
Rev. ed. of: Pettet’s company law. 3rd ed. 2009.
ISBN 978-1-4082-7283-1 (pbk.)
1. Corporation law--Great Britain. I. Lowry, John P. II. Reisberg, Arad,
1971- III. Title. IV. Title: Pettet, Lowry and Reisberg’s company law. V. Title:
Company law.
KD2079.P48 2012
346.41′066--dc23
2012004180
10 9 8 7 6 5 4 3 2 1
16 15 14 13 12
Typeset in 10/12.5pt Minion by 35
Printed by Ashford Colour Press Ltd., Gosport
In memory of Professor Ben Pettet
and
Professor John Usher

Contents in brief
Preface to the fourth edition xx
Preface to the first edition xxi
Foreword to the third edition xxiii
Acknowledgements xxiv
Table of cases xxv
Table of statutes xl
Table of statutory instruments lvi
Table of European legislation lx
1 Treaties and conventions lx
2 Secondary legislation lx
Part I F oundation and theory 1
1 T he nature of company law 3
2 C orporate entity, limited liability and incorporation 3 2
3 L egal theory and company law 57
Part II T he constitution of the company 87
4 E ntrenchment of rights 89
5 O rganisation of functions and corporate powers 112
6 R elations with third parties: agency and constitutional limitations 127
Part III C orporate governance 139
7 T he governance problem and the mechanisms of meetings 141
8 D uties of directors 157
9 R ole of self-regulation 207
10 Shareholder litigation: the derivative claim 237
11 Shareholder litigation: winding up on just and equitable grounds
and the unfair prejudice remedy 283
Part IV Corporate finance law 311
12 Techniques of corporate finance 313
13 Raising and maintenance of capital 337
14 Financial assistance for the acquisition of shares 3 60
Part V Securities regulation 381
15 Policy and theory in securities regulation/capital markets law 383
16 Credit rating agencies and their role in capital markets 416
viii Contents in brief
17 The regulatory machinery of the Financial Services and Markets Act 2000 452
18 The regulation of public offerings of shares 479
19 The regulation of insider dealing and market abuse 507
20 The regulation of takeovers 529
Part VI Insolvency and liquidation 545
21 Insolvency and liquidation procedures 547
22 Disqualification of directors 563
Index 576
Contents in detail
Preface to the fourth edition xx
Preface to the first edition xxi
Foreword to the third edition xxiii
Acknowledgements xxiv
Table of cases xxv
Table of statutes xl
Table of statutory instruments lvi
Table of European legislation lx
1 Treaties and conventions lx
2 Secondary legislation lx
Part I Foundation and theory 1
1 T he nature of company law 3
1.1 P reliminary 3
1.2 R ationale, abstract and agenda 4
1.3 S cope of this work 8
1.4 T he genesis of company law 9
1.5 T he present companies legislation 10
1.6 E uropean community legislation 11
A The harmonisation programme 11
B The company law programme: UK implementation 11
C The EC Commission’s company law action plan 14
1.7 C ompany law, corporate law or corporations law? 15
1.8 F ocus – the main business vehicle 15
A Company limited by shares 15
B Public or private 16
C Small closely-held and dispersed-ownership companies 17
D The Company Law Review and law reform 18
1.9 O ther business vehicles 18
A Other types of companies 18
B Other organisations and bodies 20
C Partnerships 21
1.10 Reform mechanisms 23
A Modern company law 23
B The agencies of company law reform 2 3
C The 1998 review 27
D The Companies Act 2006 30