Company Meetings and Resolutions: Law, Practice, and Procedure, 3rd Edition

Author: Leslie Kosmin QC; Catherine Roberts
Publisher: Oxford University Press
ISBN: 9780198832744

Previous Edition ISBN: 9780199665129
Published In: February 2020
Format: Hardback , 616 pages
Jurisdiction: U.K. ? Disclaimer:
Countri(es) stated herein are used as reference only

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Description
Contents
Author

Details

This new edition is the only work solely dedicated to the law of company meetings of solvent public and private companies that are registered and incorporated under the Companies Act 2006 and its predecessors. As before, the new edition is written by an author team of great authority who have specialized in company law throughout their careers.

The third edition addresses the use of technology in company meetings, and in particular, considers whether it is lawful for a company registered under the Companies Act 2006 to hold a meeting of shareholders by electronic means only. The practical, as well as the legal issues are considered with regard to this issue.

The changes brought in by the UK Corporate Governance Code 2018, with regard to the role of the Chair and the board at meetings of listed companies, is covered along with other developments relating to the duties and activities of the Chair such as in Re Dee Valley Group plc 2017. Other important new case law is also covered such as Sharp v Blank 2015 concerning the duty of directors to provide sufficient information to shareholders to enable them to make informed decisions. Amendments made by the Regulatory Reform Act 2013 to the Companies Act 2006 regarding approval by shareholders of director remuneration policy are duly considered.

The Rt. Hon Lord Justice David Richards has written a foreword to the third edition.

The book is the leading authority on the law of company meetings and resolutions and all practitioners advising on this subject will find this an invaluable tool for desk research as well as a handy companion at company meetings.

Part IA - 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: Meeting of Members Ordered by the Court
7: Role of the 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

Part IB - Written Resolutions and the Duomatic Principle
15: Written Resolutions of Private Companies
16: Informal Decisions and the Duomatic Principle

Part IC - Minutes
17: Minutes of General Meetings and Decisions of Members

Part 1D - Company Communications
18: The Company Communication Provisions including Electronic Communications

Part II - Meetings of Directors
19: Introduction to Directors' Meetings and Directors' Duties
20: Notice, Agenda, and Quorum for Meetings of Directors
21: The Role of the Chairman at the Meetings of Directors
22: Minutes of Meetings of Directors

Part III - Commentary on the Provisions of the Companies Act 2006, Part 13, Sections 281 to 361
23: Commentary on the Provisions of the Companies Act 2006, Part 13, Sections 281 to 361

Part IV - Annotation of 1985 Table A Regulations relating to Meetings of Members and Proceedings of Directors
24: Annotation of 1985 Table A Regulations relating to Meetings of Members and Proceedings of Directors

Part V - Commentary on the Companies Act 2006 Model Articles Relating to Meetings and Decisions of Members and Proceedings and Decisions of Directors
25: Commentary on the Companies Act 2006 Model Articles

Leslie Kosmin QC and Catherine Roberts, Barrister, Erskine Chambers, London

Leslie Kosmin QC has been a barrister in practice in the field of Company Law at Erskine Chambers from 1977 - 2011. He was called to the Bar in 1976 and was appointed Queen's Counsel in 1994. He is Deputy High Court Judge and Master of the Bench of the Middle Temple. He will lead the teaching of a module on company litigation as part of the Masters in Corporate Law programme in 2012-13 at the University of Cambridge Faculty of Law.

Catherine Roberts is a barrister at Erskine Chambers specialising in company law litigation and advice, corporate finance, financial services, and insolvency. She studied law at the University of Cambridge and was called to the Bar in 1986, a year after which she joined Erskine Chambers.