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Company Law, 3rd Edition

Company Law, 3rd Edition

Author: Brenda Hannigan
Publisher: Oxford University Press
ISBN: 9780199608027
Published In: July 2012
Format: Paperback , 824 pages
Jurisdiction: U.K. ? Disclaimer:
Countri(es) stated herein are used as reference only

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Contents
Author

Details

Comprehensive coverage of the Companies Act 2006 which came fully into force on 1 October 2009
Particularly detailed analysis of those areas of the undergraduate syllabus most commonly studied - corporate personality, the corporate constitution, directors' duties and liabilities; shareholder remedies - with many of these chapters thoroughly rewritten to address fully the case law developments in these areas since the last edition
Clearly written and stuctured in a way which makes it eminently readable and comprehensible to students

New to this edition

Throughout the text, the significant company law cases since the last edition have been addressed in depth, cases such as the Supreme Court decisions in Progress Property v Moorgarth (improper distributions); Re Paycheck Services 3 Ltd (de facto directors); Belmont Park Investments v BNY Corporate Trustee (the anti-deprivation principle) and notable Court of Appeal decisions such as Sinclair Investments v Versailles(proprietary claims); BYN Corporate Trustee v Eurosail (balance sheet insolvency) and Oak Investment Partners v Boughtwood (unfairly prejudicial conduct).
The chapter on derivative claims reflects the small but growing number of decisions on this developing jurisdiction.
There is comprehensive coverage of the corporate governance initiatives post the financial crisis including the changes made to the UK Corporate Governance Code, the adoption of the Stewardship Code and the proposals for reform of directors' renumeration as well as details of the new approach being taken to narrative reporting.
The material on takeovers has been rewritten to reflect the significant changes made to the Takeover Code in the wake of the controversial Cadbury/Kraft takeover.

The third 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 liabilities arising on insolvency).

The author's accessible writing style and comprehensive approach to the subject makes this an idea textbook for students of company law.

Readership: Undergraduate and postgraduate students taking elective courses in company / corporate law, as well as business law.

PART I CORPORATE STRUCTURE
1: Formation, Classification and Registration of Companies
2: The Framework of Company Law
3: Corporate Personality
4: The Company Constitution
PART II CORPORATE GOVERNANCE - DIRECTORS' ROLES AND RESPONSIBILITIES
5: Corporate Governance - Board Structures and Shareholder Engagement
6: The Members of the Board - Appointment and Removal of Directors
7: A Statutory Statement of Directors' Duties
8: Duty to Act Within Constitution and Powers
9: Duty to Promote the Success of the Company
10: Duty of Care, Skill and Independent Judgement
11: Duty to Avoid Conflicts of Interest
12: Specific Conflicts - CA 2006, Part 10, Ch 4
13: Directors' Liabilities for Breach of Duty
PART III CORPORATE GOVERNANCE - SHAREHOLDERS' RIGHTS AND REMEDIES
14: Membership and the Incidents of Membership
15: Decision-Making and Company Meetings
16: Informed Shareholders and Stakeholders-Disclosure and the Limited Company Companies
17: The Unfairly Prejudicial Remedy and the Minority Shareholder
18: The Derivative Claim and the Rule in Foss v Harbottle
PART IV CORPORATE FINANCE - SHARE AND LOAN CAPITAL
19: Share Capital - Capital Raising and Payment
20: The Doctrine of Capital Maintenance
21: Loan Capital - Secured Creditors and Company Charges
PART V CORPORATE RESCUE AND RESTRUCTURING
22: Company Voluntary Arrangements
23: Corporate Rescue- Administration
24: Liquidation and Dissolution- Winding up the Insolvent Company
25: Directors' Liabilities and Vulnerable Transactions on Insolvency
26: Corporate Takeovers and Reconstructions
Index

Brenda Hannigan, Professor of Corporate Law, University of Southampton

Brenda Hannigan is Professor of Corporate Law at the University of Southampton. Her principal research interests lie in company and insolvency law, particularly in the areas of directors' duties and shareholder remedies, corporate governance, board roles and responsibilities and shareholder engagement.