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

15. Reconstructions, Mergers and Takeovers  

This chapter considers public disclosure, market regulation and the public investigation of companies. The ‘price’ that companies are required to pay for the privilege of incorporation (separate personality) and limited liability is compulsory publicity about their affairs. The Companies Acts’ disclosure rules are largely based on this philosophy. This chapter discusses general disclosure obligations; public regulation of securities markets; transparency obligations; disclosure and public offerings of shares; market abuse and market manipulation; and public investigation of companies.


Cover Company Law

4. Promoters and pre-incorporation contracts  

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 one area where the motives of ‘promoters’ (that is, those who form a company) are relevant to the legal aspects of certain activities carried out in the company’s name, especially when they enter into contracts for the company prior to its formal registration. After defining the term ‘promoter’, the chapter discusses the fiduciary duties of promoters and the range of remedies available to the company against a promoter who breaches his fiduciary duties. It then considers problems involving contracts entered into prior to incorporation and the common law position on such contracts. It also explains pre-incorporation contracts, deeds, and obligations under s 51 of the Companies Act 2006 before concluding with an analysis of the issue of Brexit and its impact on corporate mobility.