Archive for December 2016

THE COMPANY AS A DISTINCT AND LEGAL PERSON

3 The company as a distinct and legal person AIMS AND OBJECTIVES After reading this chapter you should be able to:   Understand the consequences of a company having a separate legal personality from its owners and managers   Understand the concept of the limited liability of shareholders   Analyse and distinguish   legal . . . Read more

CORPORATE GOVERNANCE

9 Corporate governance AIMS AND OBJECTIVES After reading this chapter you should be able to:   Identify the key organs of governance of a company   Discuss the division of power between the board of directors and shareholders   Discuss four methods by which shareholders make valid decisions   Call a company meeting   Discuss . . . Read more

LEGAL STRUCTURES OF BUSINESS ORGANISATIONS

2 Legal structures of business organisations AIMS AND OBJECTIVES After reading this chapter you should be able to:   Categorise private businesses in the UK according to legal structure   Recognise unincorporated business organisation legal structures   Recognise incorporated business organisation legal structures   Understand the different types of registered companies available   Identify the . . . Read more

SHAREHOLDERS, SHARES AND SHARE CAPITAL

7 Shareholders, shares and share capital AIMS AND OBJECTIVES After reading this chapter you should be able to:   Understand the nature of a share and the rights and liabilities of a shareholder   Explain the concept of a class of shares   Distinguish equity and non-equity shares   Discuss what is and what . . . Read more

THE CONSTITUTION OF THE COMPANY

5 The constitution of the company AIMS AND OBJECTIVES After reading this chapter you should be able to:   Identify the key documents making up the constitution of pre-2006 Act and post-2006 Act registered companies   Explain the key respects in which a pre-2006 Act company’s constitution differs from that of a . . . Read more

MINORITY SHAREHOLDER PROTECTION

14 Minority shareholder protection AIMS AND OBJECTIVES After reading this chapter you should be able to:   Understand the proper claimant principle, its origins and shortcomings   Advise on the circumstances in which a shareholder may commence and will be permitted to continue a statutory derivative claim (s 260)   Recognise when a . . . Read more

INTRODUCTION TO COMPANY LAW

1 Introduction to company law AIMS AND OBJECTIVES After reading this chapter you should understand:   The scope of ‘company law’   The relationship between core company law, insolvency law, securities regulation and corporate governance   The sources of company law   The importance in the study of company law of foundation course legal . . . Read more

TRANSPARENCY

17 Transparency AIMS AND OBJECTIVES By the end of this chapter you should be able to:   Identify the key public disclosures required of registered companies under the Companies Act 2006   Distinguish core company law public disclosure requirements from securities regulation disclosures required pursuant to the Financial Services and Markets Act . . . Read more

RESTRUCTURING, RESCUING TROUBLED COMPANIES AND TAKEOVERS

15 Restructuring, rescuing troubled companies and takeovers AIMS AND OBJECTIVES After reading this chapter you should understand:   When section 110 schemes of reconstruction are available and when they are typically used   When Part 26 schemes of arrangement are available and when they are typically used   The object and effect of . . . Read more

LEGALLY BINDING THE COMPANY

10 Legally binding the company AIMS AND OBJECTIVES After reading this chapter you should understand:   How companies execute and become bound by deeds   When a company will be bound by an apparently properly executed deed or other formal document which in fact has been improperly executed   The role and use . . . Read more