Annotated Companies Legislation, 3rd Edition

Author: John Birds; Nigel Boardman; Robert Hildyard; Robert Miles QC
Publisher: Oxford University Press
ISBN: 9780199677696
Published In: May 2013
Format: Paperback , 2032 pages
Jurisdiction: U.K. ? Disclaimer:
Countri(es) stated herein are used as reference only

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Description
Contents
Author
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Details

The only single volume commentary with a complete set of company law materials
Draws together all you need to know about the legislation in one place
Substantive and high quality commentary in a section-by-section format
High quality author team with a mix of expertise (solicitors, barristers, scholars, and accountants)

New to this edition

Provides the whole of Part VI of the Financial Services and Markets Act, as amended by the Financial Services Act 2012, with detailed commentary on the prospectus provisions
New case law such as Bain v The Rangers Football Club plc [2011] CSOH 158

Annotated Companies Legislation is the only single volume commentary with a complete set of company law materials. It draws together in one place all you need to know about the legislation with substantive and high-quality commentary in a section-by-section format. With a high quality author team from a mix of disciplines, this guide to the Companies Act 2006 and surviving parts of older legislation is easy to navigate and value for money. Annotated Companies Legislation has also recently been cited in the High Court judgment Eckerle & Ors v Wickeder Westfalenstahl GmbH & Anor [2013] EWHC 68 (Ch) (23 January 2013). _

The third edition provides up-to-date analysis on all recent developments and new case law such as Bain v The Rangers Football Club plc [2011] CSOH 158. By popular demand the book now includes the whole of Part VI of the Financial Services and Markets Act 2000 with detailed commentary on the prospectus provisions. The commentary to section 894 has been updated to refer to the likely changes resulting from the proposed amendments to CA 2006, Part 25 which will introduce a UK wide system of registration for company charges. Part 15 and the relevant commentary has been significantly amended to cover the increased exemptions from audit for small companies.

This one-stop resource provides guidance on the interpretation of the law and the impact of changes made by the Companies Act 2006 by reference to case law, Hansard and Committee Reports, as well as including copies of all substantive secondary material. Usability is enhanced for quick and easy research with the inclusion of derivation and destination tables easing navigation around the 2006 regime, and the book is organised according to the topics covered in the Parts of the 2006 Act, with paragraph numbers referencing the Parts and sections of the Act, designed with the user in mind.

The third edition continutes to be a much-needed fresh commentary on the companies legislation. It provides a single, convenient and portable volume and is the complete companion to company law for all corporate, M&A, and insolvency lawyers.

Readership: Barristers, solicitors, and academics practising in company/corporate, M&A and insolvency law.

1: General Introductory Provisions
2: Company Formation
3: A Company's Constitution
4: A Company's Capacity and Related Matters
5: A Company's Name
6: A Company's Registered Office
7: Re-registration as a Means of Altering a Company's Status
8: A Company's Members
9: Exercise of Members' Rights
10: A Company's Directors
11: Derivative Claims and Proceedings by Members
12: Company Secretaries
13: Resolutions and Meetings
14: Control of Political Donations and Expenditure
15: Accounts and Reports
16: Audit
17: A Company's Share Capital
18: Acquisitions by Limited Company of its Own Shares
19: Debentures
20: Private and Public Companies
21: Certification and Transfer of Securities: General
22: Information about Interests in a Company's Shares
23: Distribution
24: A Company's Annual Return
25: Company Charges
26: Arrangements and Reconstructions
27: Mergers and Divisions of Public Companies
28: Takeovers etc
29: Fraudulent Trading
30: Protection of Members Agains Unfair Prejudice
31: Dissolution and Restoration to the Register
32: Company Investigations: Amendments
33: UK Companies not Formed under the Companies Acts
34: Overseas Companies
35: The Registrar of Companies
36: Offences under the Companies Acts
37: Companies Supplementary Provisions
38: Companies: Interpretation
39: Companies: Minor Amendments
40: Company Directors: Foreign Disqualification etc
41: Business Names
42: Statutory Auditors
43: Transparency Obligations and Related Matters
44: Miscellaneous Provisions
45: Northern Ireland
46: General Supplementary Provisions
47: Final Provisions
48: Schedules
49: Uncertificated Securities Regulations
50: CA 1985 pt CVIII Floating Charges (Scot)
51: Table A and Model Articles of Association
52: Statutory Instruments
53: Part VI of the Financial Services and Markets Act

Edited by John Birds, Formerly Professor of Commercial Law, University of Manchester

Nigel Boardman, Slaughter and May, Robert Hildyard, 4 Stone Buildings, and Robert Miles QC, 4 Stone Buildings

Professor John Birds is Honorary Professor at the School of Law, University of Sheffield. He was Professor of Commercial Law at Sheffield from 1989 to 2006, Professor of Commercial Law at University of Manchester from 2006-2010 and Honorary Professor 2010-2011. Now he is Emeritus Profesor at Manchester and Honorary Professor at Sheffield. Professor Birds is the leading authority on company law and insurance law.

Consultant Editor: Nigel Boardman - Partner, Slaughter and May, London. Nigel's broad practice includes domestic and international corporate finance, mergers and acquisitions, joint ventures, IPOs, demergers, private acquisitions and disposals, private equity, public takeovers, issues of compliance and corporate governance, investigations and insolvency, restructurings, investigations and sports law.

Consultant Editor: Sir Robert Hildyard

Consultant Editor: Robert Miles QC is a leading advocate and adviser with special expertise and experience in complex financial, corporate and commercial disputes and transactions. He has unrivalled experience as an adviser and advocate in cases involving capital markets. He has for many years been ranked in Chambers and Partners and the Legal 500 as a leading banking, financial, chancery, company and commercial silk.

Contributors:
4 Stone Buildings: Hermann Boeddinghaus; George Bompas QC, Jonathan Brettler; Jonathan Crow QC; Andrew de Mestre; Peter Griffiths; Christopher Harrison; Richard Hill; Eleanor Holland; Adam Holliman; Charles Marquand; Tiran Nersessian; Sharif Shivji; Anna Markham; Donald Lilly; and Alastair Tomson

Professor John Birds, University of Manchester; Nigel Boardman, Slaughter and May; Jonathan Cotton, Slaughter and May; Rebecca Cousin, Slaughter and May; Dr John De Lacy, University of Sheffield; Professor Alan Dignam, Queen Mary, University of London; Sean Geraghty, Dechert; Robert Goddard, Aston University; Chris Hale, Travers Smith; Professor John Lowry, University College London; Professor Iain Macneil, University of Glasgow; Mike Metcalf, KPMG LLP; Professor David Milman, Lancaster University; Richard O'Brien, Dechert; Alex Owen, KPMG LLP; Tolek Petch, Slaughter and May; Jan Putnis, Slaughter and May; Dr Arad Reisberg, University College London; Chris Riley, University of Durham; Ian Shawyer, Travers Smith; Sarah Carter, Travers Smith; Rachel Woodburn, Travers Smith; Richard Smith, Slaughter and May; Robert Coombes, Slaughter and May; and Oliver Broomfield, Slaughter and May.

Review(s) from previous edition

"Review(s) from previous edition

"I have found the Annotated Companies Legislation immensely useful. It contains a detailed, clear and authoritative commentary on the core statutory materials in a single and portable (if you have a large briefcase!) volume. I would recommend it highly. - Nick Segal, Freshfields, Bruckhaus Deringer LLP

"Annotated Companies Legislation is both comprehensive and practical, providing invaluable commentary to the Companies Act 2006 and written in an accessible and engaging style by its distinguished authors. In a handy single paperback volume, this will become an indispensible companion for those practising in this field." -Michael Green QC, Fountain Court

"In comparison to other available commentaries of the Companies Act 2006, Annotated Companies Legislationwill stand out not only as a very accessible general commentary for practitioners but also as an extremely useful source of other relevant legislation, regulation and case law." - Simon Jay, Partner, Cleary Gottlieb Steen & Hamilton