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Table Of Contents

GENERAL
INTRODUCTION
PUBLIC AND PRIVATE COMPANIES
COMPANIES AND PARTNERSHIPS
FEATURES OF THE REGISTERED COMPANY
Incorporation by registration
Transferable shares
Limited liability
Disclosure and formality
The advantages of forming a company
The purpose of company law
The sources and reform of company law
FORMATION
FORMATION AND PROMOTION
Company names
Promoters
PROTECTION OF SUBSCRIBERS AND ALLOTTEES OF SHARES
Civil liability
Criminal liability
PRE-INCORPORATION CONTRACTS
THE REGISTERED COMPANY AS A SEPARATE PERSON
CORPORATE PERSONALITY AND THE REGISTERED COMPANY
CORPORATE LIABILITY
Identification theory
Corporate criminal liability
Lennard’s Carrying Core-appraised: the attribution theory
LIFTING THE VEIL OF INCORPORATION
Judicial lifting the veil
Statutory lifting the veil
Miscellaneous legislative provisions
THE MEMORANDUM OF ASSOCIATION
THE CONSTITUTION OF THE REGISTERED COMPANY
THE ARTICLES OF ASSOCIATION
The contractual effect of the articles
Alteration of the articles
The articles and separate contracts
THE GENERAL MEETING
Introduction
CORPORATE DECISION MAKING
The basic requirements
Annual general meeting
Extraordinary general meeting
Notices
Circulars
Power of the court to order a meeting
Resolutions
Voting
Proxy voting
Exercise of the right to vote in general meeting
Unanimous informal agreement
Written resolutions
BOARD MEETINGS
Shareholders’ powers to remove directors
Ratification and approval of irregularities
Miscellaneous residual statutory powers of the general meeting
CORPORATE TRANSACTIONS
The history of ultra vires
Powers
Reform of ultra vires
Gratuitous dispositions and non-commercial transactions
A FUTURE ROLE FOR THE RULE IN TURQUAND?
CAPITAL
REDUCTION OF CAPITAL
Redemption
Purchase
Consequences where a transaction infringes s 151
ULTRA VIRESAND THE MAINTENANCE OF CAPITAL RULE
DIVIDENDS
BONUS SHARES
SERIOUS LOSS OF CAPITAL
THE NATURE OF SHARES
THE POWER TO ALLOT SHARES
PRE-EMPTION RIGHTS
PAYMENT FOR SHARES
Non-cash allotments by a private company
Non-cash allotments by a public company
CLASSES OF SHARES
Ordinary shares
Preference shares
VARIATION OF CLASS RIGHTS
Procedure
Meaning of class rights
Voting at class meetings on a proposed variation
What is a variation of class rights?
TRANSFER OF SHARES
Directors’ powers to refuse registration of a new member
Register of members
Share certificates
Method of transfer: generally
Transfer of shares: listed companies
DISCLOSURE OF INTEREST IN SHARES
Directors’ shareholdings
Disclosure of substantial interests
Concert parties
Investigation by the company
Investigation by the Secretary of State
Freezing orders
BACKGROUND
THE COMMON LAW
INSIDER DEALING
EXTRA-LEGAL CONTROL
THE EMERGENCE OF CRIMINAL SANCTIONS
THE OFFENCES OF INSIDER DEALING
The meaning of ‘securities’
The meaning of ‘dealing’
The meaning of ‘inside information’
The meaning of ‘insider’
Defences
The territorial scope of the offences
The penalties for insider dealing
Investigations
Corporate governance
The office of director
Remuneration
DUTIES AND OBLIGATIONS OF DIRECTORS GENERALLY
Duty to employees
Duty to use powers for a proper purpose
Conflict of personal interest and duty
Control of directors’ profits
DUTIES OF SKILL AND CARE
Liability to third parties
MISCELLANEOUS STATUTORY PROVISIONS
Misfeasance proceedings
Relief from liability: the articles
Relief from liability: statute
REFORM OF THE LAW RELATING TO DIRECTORS’ DUTIES
DISQUALIFICATION ORDERS
Auditors’ report
Exemptions for small and medium-sized companies
Dormant companies
Elective resolutions
AUDITORS
Qualifications and eligibility for appointment
Liabilities of auditors
COMPANY CHARGES
The contract for security
The rights of a debenture holder
CHARGES
Distinguishing fixed and floating charges
Crystallisation of floating charges
Drawbacks of floating charges
AVOIDANCE OF CHARGES
Section 245
Sections 238 and 239
REGISTRATION OF CHARGES
What is registrable?
Failure to register
SHAREHOLDER REMEDIES
The principle of majority rule
Limits to the principle of majority rule
STATUTORY REMEDIES
Companies Act 1985, s459
Insolvency Act 1986, s 122(1)(g)
Companies Act 1985, ss431–53 of Part XIV
THE LAW COMMISSION RECOMMENDATIONS
A new derivative action
Active case management of s 459 proceedings
Presumptions in s 459 proceedings
A new ‘exit’ article for Table A
THE TYPES OF WINDING UP
Compulsory winding up
WINDING UP
Voluntary winding up
Powers of the liquidator
The distribution of the company’s assets
DISSOLUTION
STRIKING OFF DEFUNCT COMPANIES
HARMONISATION
EUROPEAN UNION ACTION IN COMPANY LAW
OTHER COMMUNITY ACTION
European Economic Interest Grouping
European Company Statute
INDEX
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Company Law

Company Law

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Published by: andreea1_ on Jan 13, 2011
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