Gower & Davies: Principles of Modern Company Law, 11th Edition

Part One - Introductory
1. Types and functions of Companies
2. Advantages and Disadvantages of Incorporation
3. Sources of Company Law and the Company’s Constitution
4. Formation Procedures
5. Promoters
6. Overseas Companies, Community Law and Jurisdictional Migration
Part Two – Separate Legal Personality and Limited Liability
7 Corporate Actions
8 Limited Liability and Lifting the Veil at Common Law
9 Statutory Exceptions to Limited Liability
10 Disqualification of Directors
11 Legal Capital and Minimal Capital
12 Dividends and Distributions
13 Capital Maintenance
Part Three – Corporate Governance: The Board and Shareholders
14 The Board
15 Shareholder Decision Making
16 Directors’ Duties
17 The Derivative Claim and Personal Actions Against Directors
18 Breach of Corporate Duties: Administrative Remedies
Part Four – Corporate Governance – Majority and Minority Shareholders
19 Controlling Members’ Voting
20 Unfair Prejudice
Part Five – Public Information about the Company
21 Annual Accounts and Reports
22 Audits and Auditors
Part Six – Equity Finance
23 The Nature and Classification of Shares
24 Share Issues: General Rules
25 Public Offers of Shares
26 Continuing Obligations and Disclosure of Information to the Market
27 Transfers of Shares
28 Takeovers
29 Arrangements and Reconstructions
Part Seven – Debt Finance
30 Debentures
31 Company Charges
Appendices