Details
The second edition of Company Law brings clarity and sophisticated analysis to a company law landscape much altered by the groundbreaking Companies Act 2006. Hannigan captures the dynamism of company law, places the material in context and guides students through all the major topics studied at undergraduate level.
The book is divided into five distinct sections covering corporate structure (including legal personality and constitutional issues), corporate governance (including directors' duties and liabilities), shareholders' rights and remedies (including powers of decision-making and shareholder engagement), corporate finance (including share and loan capital), and corporate rescue and restructuring (including liabilites arising on insolvency).
New to this edition
- Sophisticated and in-depth coverage of all the core topics studied on company law courses, this work has been totally rewritten and updated to reflect all domestic and European legislative developments and case law
- Full and coherent coverage of the Companies Act 2006 which comes fully into force on 1 October 2009
- Succinct and clear account of the constitutional position reflecting new elements such as the absence of objects, entrenched articles and the new model articles
- In-depth analysis of the crucially important area of directors' duites, now restated and fundamentally altered in many respects by the Companies Act 2006
- Detailed review of the key issues in shareholder remedies including a thorough consideration of the new derivative claim and its relationship with the famous rule in Foss v Harbottle
- Consideration is given throughout to the role of the shareholder - looking at shareholder rights, shareholders' role in decision-making and shareholder engagement whether by the indirect investor or the institutional investor, again all much altered by the Companies Act 2006
- Accessible account of corporate finance with coverage of share capital placed in the context of European issues surrounding the Second Directive and the changes for private companies effected by the Companies Act 2006. Detailed coverage of the role of fixed and floating charges post the House of Lords decision in Spectrum Plus
- Restructuring is considered in detail looking at the respective roles of administration and liquidation in a rescue culture
- The European dimension is considered throughout the text with discussion of matters such as the Shareholder Rights Directive; the Accounting and Audit Directives; the proposal for a European Private Company Statute as well as the ECJ caselaw on corporate mobility
PART I CORPORATE STRUCTURE1. Formation, Classification and Registration of Companies2. The Framework of Company Law3. Corporate Personality4. The Company ConstitutionPART II CORPORATE GOVERNANCE - DIRECTORS' ROLES AND RESPONSIBILITIES5. Corporate Governance - Board Structures and Shareholder Engagement6. The Members of the Board - Qualification and Disqualification7. A Statutory Statement of Directors' Duties8. Duty to Act Within Constitution and Powers9. Duty to Promote the Success of the Company10. Duty of Care, Skill and Independent Judgement11. Duty to Avoid Conflicts of Interest12. Specific Conflicts - CA 2006, Part 10, Ch 413. Directors' Liabilities for Breach of DutyPART III CORPORATE GOVERNANCE - SHAREHOLDERS' RIGHTS AND REMEDIES14. Membership and the Incidents of Membership15. Decision-Making and Company Meetings16. Informed Shareholders - Financial Disclosures by Companies17. The Unfairly Prejudicial Remedy and the Minority Shareholder18. The Derivative Claim and the Rule in Foss v HarbottlePART IV CORPORATE FINANCE - SHARE AND LOAN CAPITAL19. Share Capital - Capital Raising and Payment20. The Doctrine of Capital Maintenance21. Loan Capital - Secured Creditors and Company ChargesPART V CORPORATE RESCUE AND RESTRUCTURING22. Company Voluntary Arrangements23. Administration24. Winding Up25. Directors' Liabilities and Vulnerable Transactions on Insolvency26. Corporate Takeovers and ReconstructionsIndex ;
