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Company Meetings Law, Practice and Procedure

Author: Leslie Kosmin; Catherine Roberts
Publisher: Oxford University Press
ISBN: 9780199214549
Published In: December 2008
Format: Hardback , 624 pages
Jurisdiction: U.K. ? Disclaimer:
Countri(es) stated herein are used as reference only

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Incorporates a clear and detailed explanation of the changes introduced by the Companies Act 2006
Provides practical assistance for busy practitioners on difficult and new provisions such as those relating to meetings of directors
Includes extensive reference to case law
Text with legislation extracts means it contains everything you need to take to a company meeting
Arranged by topic with meetings of directors and members considered in the same chapter
Written by two barristers from a leading company law set

This book examines in detail the current law on company meetings (including meetings of directors and of shareholders) which has been developed by statute and legal decisions over the last 150 years.

The Companies Act 2006 constitutes the most radical reform of Company Law since the Companies Act 1985 and contains many new provisions which will have a material impact on the conduct of company meetings. Part 13 of the Companies Act 2006 contains important new provisions relating to the regulation of general meetings of members of companies. Company meetings are major events in the life of a company and it is essential that they be convened and conducted in a regular manner. This important new title has been written by two senior members of Erskine Chambers, the leading Company Law set, and is concerned with the law, practice and procedure of meetings of solvent companies (both public and private) at both shareholder and board levels.

The book reflects the changes introduced by Part 13 of the Companies Act 2006 as well as the existing case law. The book is divided into five parts. Part 1 (Chapters 1 to 18) deals with the regulation and procedure applicable to general meetings of members. Part 2 (Chapters 19 to 22) is concerned with meetings of directors. Part 3 contains a detailed and informative annotation of the underlying legislative regime that is found in Part 13 of the Companies Act 2006, which came into force on 1st October 2007. In Part 4 those provisions of the 1985 Table A that relate to meetings of members and directors are set out and commented upon. Finally, in Part 5 there is an annotation of the Draft Model Articles which are scheduled to come into force on 1st October 2009. This new title is to be published in December 2008.

This new work analyses these statutory provisions and explains how they are to operate in practice. In addition, it explains for practitioners the methods of avoiding many of the common pitfalls that may befall the unwary and suggests practical solutions for some of the problems that can arise when convening or holding a meeting.

Readership: The market for the work includes solicitors and barristers advising on matters of company law including in-house counsel and academics.

PART I: MEETINGS OF MEMBERS
1: The Concept of a Meeting and Quorum
2: Notice of Meetings of Members
3: Circulars to Members and Members' Statements
4: The Annual General Meeting
5: Meetings Requested by Members
6: Meetings of Members Ordered by the Court
7: The Role of Chairman
8: Proxies and Corporate Representatives
9: Voting
10: Exercise of Members' Rights
11: Resolutions and Amendments
12: Adjournment
13: Class Meetings and Class Consents
14: Meetings for the Purpose of Schemes of Arrangement
15: Written Resolutions of Private Companies
16: Minutes of General Meetings and Decisions of Members
17: The Company Communications Provisions, Including Electronic Provisions
PART 2: MEETINGS OF DIRECTORS
18: Introduction to Directors' Meetings and Directors' Duties
19: Notice, Agenda and Quorum for Meetings of Directors
20: The Role of Chairman at meetings of Directors
21: Minutes of Meetings of Directors
PART 3: COMMENTARY ON THE PROVISIONS OF THE COMPANIES ACT 2006, PART 13, SECTIONS 281 TO 361
22: Commentary on the Provisions of the Companies Act 2006, Part 13, Sections 281 to 361
PART 4: ANNOTATION OF 1985 TABLE A REGULATIONS RELATING TO MEETINGS OF MEMBERS AND PROCEEDINGS OF DIRECTORS
23: Annotation of 1985 Table A Regulations Relating to Meetings of Members and Proceedings of Directors
PART 5: COMMENTARY ON THE DRAFT MODEL ARTICLES
24: Commentary on the Draft Model Articles