University of London, 2016. — 234 p.This subject guide acts as a focal point for your study of Company law. It is intended to aid your comprehension by taking you carefully through each aspect of the subject. Each chapter also provides an opportunity to digest and review what you have learned by allowing a pause to think and complete activities. At the end of each chapter there are sample examination questions to attempt once you have completed and digested the further reading.Company law requires students to develop their existing understanding of tort, contract, equity, statutory and common law interpretation. It also provides students with new conceptual challenges such as corporate personality. This combination of development and new challenge can initially be a difficult one and the initial learning period will be greatly eased if you understand the everyday context within which company law issues affect businesses. All of the major national newspapers cover company law issues in their business sections. Keeping on top of business and general news developments will help to put your learning into context and aid your comprehension of the subject. It may even stimulate your enjoyment of company law!Introduction Company law Approaching your study Forms of business organisation Introduction The sole trader The partnership The company Some general problems with the corporate form Reflect and review The nature of legal personality Introduction Corporate personality Salomon v Salomon & Co Other cases illustrating the Salomon principle Limited liability Reflect and review Lifting the veil of incorporation Introduction Legislative intervention Judicial veil lifting Actions in tort Reflect and review Company formation, promoters and pre-incorporation contracts Introduction Determining who is a promoter The fiduciary position of promoters Duties and liabilities Pre-incorporation contracts Freedom of establishment Reflect and review Raising capital: equity Introduction Private and public companies Raising money from the public Insider dealing Regulating takeovers Reflect and review Raising capital: debentures Introduction Debentures Company charges Priority Avoidance of floating charges Reflect and review Capital Introduction Overview – the maintenance of capital doctrine Raising capital: shares may not be issued at a discount Returning funds to shareholders Prohibition on public companies assisting in the acquisition of their own shares Reflect and review Dealing with insiders: the articles of association and shareholders’ agreements Introduction The operation of the articles of association The articles of association The contract of membership Shareholders’ agreements Altering the articles Reflect and review Class rights Introduction Shares and class rights Classes of shares Variation of class rights Reflect and review Majority rule and wrongs against the company Introduction The rule in Foss v Harbottle – the proper claimant rule Forms of action Derivative claims : introduction A short excursion into the former common law The statutory procedure: Part 11 of the CA 2006 The proceedings, costs and remedies Reflect and review Statutory minority protection Introduction Winding up on the ‘just and equitable’ ground Unfair prejudice – s.994 CA 2006 Reflect and review Dealing with outsiders: ultra vires and other attribution issues Introduction The objects clause problem Reforming ultra vires Other attribution issues Reflect and review The management of the company Introduction Directors Categories of director Disqualification of directors Reflect and review Directors’ duties Introduction Directors’ duties The restatement of directors’ duties: Part 10 of the CA 2006 Relief from liability Specific statutory duties Reflect and review Corporate governance Introduction Introducing corporate governance The shareholder–stakeholder debate in the UK UK corporate governance developments Reflect and review Liquidating the company Introduction Liquidating the company The liquidator Directors of insolvent companies Reform Reflect and review Feedback to activities Chapter 2 Chapter 3 Chapter 4 Chapter 5 Chapter 6 Chapter 7 Chapter 8 Chapter 9 Chapter 10 Chapter 11 Chapter 12 Chapter 13 Chapter 14 Chapter 15 Chapter 16 Chapter 17
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