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Chapter

Cover Sealy & Worthington's Text, Cases, and Materials in Company Law

11. Raising Equity Capital From Shareholders  

This chapter considers the legal nature of shares, class rights and dealings in shares. It covers: the legal nature of a share; class rights and variation of class rights; transfer of shares; competing claims to shares; disclosure of substantial interests in shares; and valuation of shares.

Chapter

Cover Concentrate Questions and Answers Company Law

4. Shares and Shareholders  

The Concentrate Questions and Answers series offers the best preparation for tackling exam questions and coursework. Each book includes typical questions, suggested answers with commentary, illustrative diagrams, guidance on how to develop your answer, suggestions for further reading, and advice on exams and coursework. Shareholders in a company own shares, but the nature of a share and the rights of a shareholder are not easily defined. This chapter discusses the definition and characteristics of a share; the differences between different types of share, particularly ordinary and preference shares; allotment of shares and pre-emption rights; return of capital; and variation of class rights.

Chapter

Cover Company Law

16. Membership and the incidents of membership  

This chapter discusses the law on membership and the incidents of membership. The discussion covers classes of shares, class rights, share transfer and transmission, and the register of members. The chapter considers how people become members and the importance of entry on the register of members. It also considers the restrictions on access to the register and the power of the court to rectify the register when necessary to do so. It is possible to protect shareholders by providing for classes of shares and the chapter considers the protection afforded by class rights and how class rights, once created, can be varied subsequently. Share transfer and transmission is also considered.

Chapter

Cover Company Law

9. Classes of shares and variation of class rights  

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter focuses on the rights and liabilities of a shareholder which are the incident of the general nature of a share, as well as his particular rights and liabilities by virtue of owning a particular type or class of share. It first considers the legal nature of a shareholding and the different types of share capital and typical class rights of a shareholder, as well as the statutory procedure required of a company before it can effect a variation of shareholders’ class rights. Examples of classes of shares are then given, and preferential rights attached to preference shares are discussed. The chapter concludes by looking at European Union initiatives on shareholders’ rights.

Chapter

Cover Mayson, French & Ryan on Company Law

14. Members  

This chapter focuses on the members or shareholders of a company and the way in which they take decisions on the company’s affairs. It begins by considering the rules which determine who is a member of a company and the information on the members which a company must record. It then describes the mandatory rules of company law that allow members to participate in decision-making with regard to a company’s affairs, members’ class rights and the alteration of such rights. Relevant provisions of the Companies Act 2006 governing written resolutions of private companies, meetings and annual general meetings, voting, adjournment of meetings and authorisation of political donations by companies are discussed. The chapter analyses a number of particularly significant cases.

Chapter

Cover Concentrate Questions and Answers Company Law

3. The Corporate Constitution  

The Concentrate Questions and Answers series offers the best preparation for tackling exam questions and coursework. Each book includes typical questions, suggested answers with commentary, illustrative diagrams, guidance on how to develop your answer, suggestions for further reading, and advice on exams and coursework. This chapter discusses the company’s constitution, which can be a popular area for examination questions. The chapter focuses on the company’s articles of association, considering in particular alteration of the articles and the legal effect of the articles (the ‘statutory contract’). The chapter also considers shareholder agreements, which are often used as a supplement to the company’s constitution.

Chapter

Cover Mayson, French, and Ryan on Company Law

14. Members  

This chapter focuses on the members or shareholders of a company and the way in which they take decisions on the company’s affairs. It begins by considering the rules which determine who is a member of a company and the information on the members which a company must record. It then describes the mandatory rules of company law that allow members to participate in decision-making with regard to a company’s affairs, members’ class rights and the alteration of such rights. Relevant provisions of the Companies Act 2006 governing written resolutions of private companies, meetings and annual general meetings, voting, adjournment of meetings and authorisation of political donations by companies are discussed. The chapter analyses a number of particularly significant cases.

Chapter

Cover Sealy & Worthington's Text, Cases, and Materials in Company Law

5. The Board of Directors as an Organ of the Company  

This chapter discusses: members’ rights and duties under the Companies Act 2006 and the company’s constitution; the problems in dividing power between the company’s members and directors, and the consequences of that division; the rules of interpretation that apply to constitutional documents; the practical exercise of the decision-making powers given to members, including the formalities of meetings and the possibility of informal agreements; the legal constraints on the exercise of power by shareholders; and the enforcement of the constitution by the members, and their potential use of shareholders’ agreements to achieve what they cannot achieve via the articles.

Chapter

Cover Introduction to Company Law

5. Majority and Minority Shareholders  

Where a company has a controlling or a small group of controlling shareholders, the non-controlling shareholders are at risk that the controllers will extract private benefits of control at the expense of the non-controllers. UK company law contains a wide range of techniques for addressing this issue, some more effective than others. This chapter begins by examining the various ways in which well-advised investors can contract for protection before they enter the company and how the law protects the agreements reached. The second part discusses rights to exit the company upon the occurrence of certain events. The third part discusses disclosure rights, designed to bring self-dealing transactions into the open. The fourth focuses on ways of structuring the board or shareholder body when the decision before it carries a high risk of self-dealing. The final part considers cases where the courts review the substantive fairness of the controllers’ conduct, notably, but not only, the provisions on ‘unfair prejudice.