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Chapter

17. Company Law II  

Company Officers and Liabilities

This chapter discusses the rules relating to the officers of a company. It considers the meaning of ‘director’ and the position of the Board of Directors. It examines the appointment, retirement, and removal of directors and considers the powers of directors and their authority to act on behalf of the company. The chapter examines the general duties of directors, including the codified duties under the Companies Act 2006, and considers the effect of a breach of those duties. The appointment and the role of a company secretary and company auditors are examined. The chapter concludes with a discussion of the meaning of corporate governance.

Chapter

16. Company Law I  

Formation and Finance

This chapter explains how companies limited by shares are formed and looks at the contents of companies’ constitutions. The discussions cover the role of promoters in setting up a company and the meaning of a company ‘off the shelf’. The chapter examines the steps and documentation necessary to register a new company limited by shares and the rules relating to a company’s name. It discusses the constitutional documents of a company and the rules relating to its constitution. The chapter concludes with a discussion of the financing of companies. It examines the different types of shares and the issuing of shares. It also considers debentures and charges.

Chapter

This chapter discusses the common types of business organizations and explains the difference between unincorporated and incorporated businesses. The three types of partnership arrangements are considered, namely a general (ordinary) partnership, a limited partnership, and a limited liability partnership. The chapter includes discussion of the rules relating to partnerships under the Partnership Act 1890 and the Limited Liability Partnership Act 2000. It explains how different types of partnerships may be set up and looks at the relationship between partners and the relationship between partnerships and outsiders. It considers the dissolution of the different types of partnerships. The chapter concludes with a discussion of the different types of companies and the separate legal personality of companies.

Book

James Marson and Katy Ferris

Business Law provides an introduction to the subject. Packed with up-to-date and relevant examples, it demonstrates the real applicability of the law to the business world. The book is split into eight parts. After an introduction about studying the law, Part 2 covers the English legal system, the constitution, EU law, and human rights. This comprises important issues including statutory interpretation and the legislative process, and court structures. Part 3 considers contractual obligations. Here terms such as, contractual capacity, mistake, misrepresentation, duress, contractual terms, regulations, and remedies for breach are discussed. Part 4 discusses tortious liability and describes issues of negligence, nuisance, economic loss, psychiatric injury, and statutory duties. Part 5 examines company law, including trading structures, maintenance of finance and capital, and corporate administration and management. Part 6 explores the employment relationship, the nature of which will determine many important factors for both the individual and the employer. It includes discussions on the Contract of Employment, statutory regulation of dismissals, equality in employment relationships, and Statutory and Common Law Regulation of the Conditions of Employment. Part 6 then discusses agency law and the duties and responsibilities that exist for both principal and agent. Finally, intellectual property and data protection issues are considered in Part 8.

Chapter

This chapter examines the different procedures available to companies that are experiencing financial difficulties. The chapter begins by examining what is a rescue culture, and the extent to which such a culture is present in the UK. The chapter then discusses a series of mechanisms that are designed to rescue a struggling company, namely administration and company voluntary arrangements. Receivership is then discussed, which is not a rescue procedure, but a mechanism designed to allow a creditor to recover monies owed. The chapter then looks at winding up (or liquidation) which is the process whereby the assets of the company are realized and paid out, prior to the company being dissolved. The chapter ends by looking at the rules relating to dissolution and restoration.

Chapter

Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter discusses the law governing company directors and shareholders. The common law duties on directors have been codified and expanded through the Companies Act (CA) 2006. Directors are responsible to the company itself, not to individual shareholders. Minority protection (of shareholders) is provided through the CA 2006 to restrict directors’ acts that may unfairly disadvantage them. Public companies must have a company secretary and they must satisfy statutory requirements in relation to their qualifications. Shareholders have no automatic right of management in the company although, through attendance and the rights to vote at shareholder meetings, they may have influence over the business conducted.

Chapter

This chapter examines the principal constituents who make up and contribute to the success of companies in the UK. The role of the members is discussed, especially their role in corporate decision making. What is a director and the powers of the board of directors are examined, as well as a discussion of the appointment and remuneration of directors. The importance of the company secretary is examined. The chapter than looks at the role of the company’s auditor as well as the liability that can be imposed upon a negligent auditor. Finally, the chapter looks at the position occupied by a company’s creditors and examines how they can protect themselves via taking security, such as a fixed or floating charge over the company’s assets.

Chapter

Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter reviews the law on business organization and business formation. The five main types of business organization (trading structure) applicable in England and Wales are: sole trader; simple partnership; limited liability partnership; private limited company; and public limited company. Sole trader organizations are very flexible but expose the owner to unlimited liability for losses, whilst operating a limited company limits potential losses of the shareholders but is subject to external regulation. A partnership can be ‘simple’, ‘limited’, or a ‘limited liability partnership’. Private limited companies are not required to have a minimum share capital but public limited companies require a minimum of £50,000 allotted share capital on registration.

Chapter

This chapter discusses the details of the various obligations on companies that wish to issue and allot shares, provide debentures and charges over the company’s assets, and provide guidance on the maintenance of the company’s finances. It continues from the discussion of the administration of the company to consider the broad issue of corporate governance and identifies how a company may raise capital, while also considering the obligations placed on the directors to protect and maintain the capital of the company for its members. To appreciate the effects of the Companies Act (CA) 2006 on companies, it is important to understand the rules regarding the issuing of shares and granting of debentures to protect the company and the creditors from abuse, and how dividends are to be agreed upon and provided to shareholders.

Chapter

This chapter examines the law governing incorporation and bodies corporate. It explains that corporate bodies are called such because they are created via the process of incorporation and have corporate personality (and are therefore legal persons), and these types of business entities come in two principal forms, namely companies and limited liability partnerships. It discusses the formation and registration process for these types of businesses and the different types of registered companies. This chapter also describes the advantages of incorporation which include corporate personality, limited liability, and perpetual succession and its disadvantages which include civil liability, criminal liability, and potentially complex regulation.

Chapter

This chapter examines the nature of shares and the share capital of companies, and the provisions for the maintenance of capital as they apply to companies with a share capital. It begins by defining what a share is before moving on to discuss the classifications of share capital. The process by which shares are created is examined in detail, including an examination of the allotment and issuing of shares, the minimum capital requirement, and the company’s ability to issue different classes of share. The chapter then discusses the capital maintenance regime—a series of rules designed to protect the company’s creditors by preventing capital from being returned to shareholders (including the restructuring of share capital, and the rules relating to distribution of profits).

Chapter

This chapter considers corporate management and focuses on the regulation of those who govern the company, and the protection of the shareholders, who have no automatic right of management. The actual ‘running’ of the company is left to the directors, a relatively small number of persons who may take individual responsibility for aspects of the company’s business or may oversee the company as a whole. Directors have significant powers when acting for the company, and whilst a corporation possesses its own separate legal personality, independent of those who manage it, the actions of the company are performed, under authority provided by statute and the company’s constitution, by its directors. The chapter identifies the appointment of directors and their duties as codified from the common law into the Companies Act (CA) 2006, and the provisions for removing a director.

Book

Card & James’ Business Law provides analysis of the English legal system, contract law, the law of torts, company law, and employment law, with online chapters providing further discussion relating to the economic torts, corporate governance, the sale of goods, consumer credit, and the law relating to unfair and illegal commercial practices. All of this is discussed using relevant examples from the business environment, and the key legal cases to help develop a greater understanding of the interconnections between the law and the corporate setting. Part I of the book looks at the English legal system. Part II looks at the law of contract including the formation, terms, exclusion clauses, and remedies. Part III looks at the law of torts in detail. Part IV considers partnership and company law including business structures, the constituents of a company, shares, capital maintenance, shareholders remedies, and corporate rescue. Finally, Part V is about employment law.

Chapter

This chapter examines the various remedies available to members, especially minority shareholders, who sustain loss due to wrongful acts or omissions. The chapter begins with a discussion of the derivative claim and looks at the rule in Foss v Harbottle, which generally prevents members from commencing proceedings on the company’s behalf. The chapter discusses the exceptions to this rule, and the process for bringing a derivative claim. The chapter then looks at the unfair prejudice remedy and sets out the requirements needed to obtain a remedy. Finally, the most drastic remedy is discussed, namely the ability to petition the court for an order winding up the company on the ground that it is just and equitable to do so. The relationships that exist between these three remedies are also examined.

Book

Introduction to Business Law demonstrates the relevance of key areas of the law to a world of work that the business student can relate to. Students of business often find business law modules challenging, irrelevant to their future career, and full of alien terminology and concepts. Structured in eight parts, this book provides a foundation in the key legal concepts of the English legal system, contract law, and negligence before discussing how the law affects the everyday workings of businesses and their employees from protecting intellectual property rights to company formation, winding up and insolvency. It covers a variety of topics around the subjects of the English legal system, contract law, the law of torts, employment law, the structure and management of business and the major intellectual property rights.