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Dignam Alan, Lowry John, Riley Chris. Company Law

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Dignam Alan, Lowry John, Riley Chris. Company Law
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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