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Chapter

Cover Introduction to Business Law

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

Cover Business Law

16. Duties Relating to Corporation Finance and Capital  

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

Cover Mayson, French & Ryan on Company Law

8. Share transfer  

This chapter discusses an essential feature of registered companies: that their shares are transferable. The discussion covers some of the procedures to be followed when transferring some or all of a company member’s shares to another person, for sales on and off the London Stock Exchange, transfers of all or a part of a member’s holding and transfers of certificated and uncertificated shares. After describing share certificates and uncertificated shares, the chapter considers the problem of who should bear the loss when a transfer of shares is forged or fraudulent. It also explores transmission of shares on death or bankruptcy.

Chapter

Cover Mayson, French, and Ryan on Company Law

8. Share transfer  

This chapter discusses an essential feature of registered companies: that their shares are transferable. The discussion covers some of the procedures to be followed when transferring some or all of a company member’s shares to another person, for sales on and off the London Stock Exchange, transfers of all or a part of a member’s holding and transfers of certificated and uncertificated shares. After describing share certificates and uncertificated shares, the chapter considers the problem of who should bear the loss when a transfer of shares is forged or fraudulent. It also explores transmission of shares on death or bankruptcy.

Chapter

Cover Company Law

7. Share capital  

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 examines how company law governs maintenance of a company’s share capital, with emphasis on the distinction between private and public companies. It also discusses various ways in which shareholders might legally receive funds (‘distributions’) from the company, including issuance of shares and payment of shares in kind (that is, goods, property, or services rather than in cash). The relevance of the nominal value of shares issued to shareholders, the issue of paying dividends to shareholders, and disguised return of capital to shareholders are considered as well. The chapter also examines two other means of returning funds to shareholders, reduction of share capital and redemption or purchase by a company of its own shares, before concluding with an assessment of the prohibition and the exceptions concerning the issue of financial assistance for the acquisition of shares in a public company.

Chapter

Cover Mayson, French & Ryan on Company Law

6. Shares  

This chapter considers one way of becoming a shareholder of a company with a share capital: by taking shares from the company in exchange for a contribution of capital. The number and class of shares of the company that the member holds determines the extent of the member’s undertaking to contribute capital, and of entitlement to share in distributions and vote at meetings. Share allotment in exchange for a capital contribution is explained, and the need for public companies to have a minimum contributed capital is emphasised. The chapter also looks at possible remedies available to a person who has been induced to take an allotment of shares by a misrepresentation, including rescission of contract. Finally, it examines ways of altering a company’s share capital.

Chapter

Cover Mayson, French & Ryan on Company Law

7. Offering shares to the public  

This chapter focuses on public offering of shares as a source of finance for companies, with emphasis on the legal requirements to provide the necessary information to prospective investors. It also considers the importance of a marketplace for selling shares at the best possible price, as well as the regulation of the financial services industry by the Financial Services and Markets Act 2000. In addition, it discusses two controls on share offers to the public under the Companies Act 2006 with respect to payment of underwriting commission and repayment of subscribers’ money if a share offer is not completely successful. The chapter examines the regulatory regimes for securities markets, some of the main reasons or advantages for going public, the prospectus requirement and any exemptions to it and how the law deals with misleading statements and omissions in prospectuses.

Chapter

Cover Mayson, French, and Ryan on Company Law

6. Shares  

This chapter considers one way of becoming a shareholder of a company with a share capital: by taking shares from the company in exchange for a contribution of capital. The number and class of shares of the company that the member holds determines the extent of the member’s undertaking to contribute capital, and of entitlement to share in distributions and vote at meetings. Share allotment in exchange for a capital contribution is explained, and the need for public companies to have a minimum contributed capital is emphasised. The chapter also looks at possible remedies available to a person who has been induced to take an allotment of shares by a misrepresentation, including rescission of contract. Finally, it examines ways of altering a company’s share capital.

Chapter

Cover Mayson, French, and Ryan on Company Law

7. Offering shares to the public  

This chapter focuses on public offering of shares as a source of finance for companies, with emphasis on the legal requirements to provide the necessary information to prospective investors. It also considers the importance of a marketplace for selling shares at the best possible price, as well as the regulation of the financial services industry by the Financial Services and Markets Act 2000. In addition, it discusses two controls on share offers to the public under the Companies Act 2006 with respect to payment of underwriting commission and repayment of subscribers’ money if a share offer is not completely successful. The chapter examines the regulatory regimes for securities markets, some of the main reasons or advantages for going public, the prospectus requirement and any exemptions to it and how the law deals with misleading statements and omissions in prospectuses.

Chapter

Cover Company Law Concentrate

7. Capital and capital maintenance  

This chapter discusses the two principal types of capital that companies acquire: share capital (capital obtained by selling shares) and debt capital (capital borrowed from others). Having obtained share capital through the selling of shares, the law requires that the company ‘maintain’ that capital by not distributing it in unauthorized ways, notably by prohibiting companies from returning capital to the shareholders prior to liquidation.

Chapter

Cover Company Law Concentrate

7. Capital and capital maintenance  

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 two principal types of capital that companies acquire: share capital (capital obtained by selling shares) and debt capital (capital borrowed from others). Having obtained share capital through the selling of shares, the law requires that the company ‘maintain’ that capital by not distributing it in unauthorized ways, notably by prohibiting companies from returning capital to the shareholders prior to liquidation.

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 Card & James' Business Law

21. Shares and capital maintenance  

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).

Book

Cover Concentrate Questions and Answers Company Law
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; key debates; suggestions for further reading; and advice on exams and coursework. Concentrate Q&A Company Law offers expert advice on what to expect from your company law exam and coursework, how best to prepare, and guidance on what examiners are really looking for. Written by an experienced examiner, it provides: reminders of points to consider; indications of key debates for each topic; exam-length suggested answers; clear commentary with each answer; diagram answer plans; cautionary points; tips to make your answer stand out from the crowd; and annotated further reading suggestions at the end of every chapter. The book should help you to: identify typical company law exam questions; structure and write a first-class answer; avoid common mistakes; show the examiner what you know; develop and demonstrate your understanding; identify connections between topics; and find relevant and helpful further reading. As well as separate chapters on exam skills and preparing coursework, it covers: companies and corporate personality; the corporate constitution; shares and shareholders; directors’ duties; company management and governance; minority shareholder remedies; corporate liability (contracts, torts, and crimes); share capital; loan capital; and corporate insolvency. The book is suitable for undergraduate students taking a module in company law on the LLB and GDL, and undergraduate students studying aspects of company law on other degreecourses.

Chapter

Cover Concentrate Questions and Answers Company Law

9. Share Capital  

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 examines the law on share capital for public and private companies. The doctrine of capital maintenance ensures that the company has raised the capital it claims to have raised; and that the capital is not subsequently returned, directly or indirectly, to the shareholders. There is a great deal of (mainly statutory) law surrounding this doctrine This chapter considers the capital maintenance doctrine itself and many related topics, including: the issue of shares for non-cash consideration, issue of shares at a discount, reduction of capital, purchase of a company’s own shares, redeemable shares, payment of dividends, and financial assistance by a company for the purchase of its own shares.

Book

Cover Sealy & Worthington's Text, Cases, and Materials in Company Law
Sealy & Worthington’s Cases and Materials in Company Law clearly explains the fundamental structure of company law and provides a concise introduction to each different aspect of the subject. The materials are carefully selected and well supported by commentary so that the logic of the doctrinal or policy argument is unambiguously laid out. Notes and questions appear periodically throughout the text to provoke persistent analysis and debate, and to enable students to test their understanding of the issues as the topics unfold. This text covers a wide range of sources, and provides intelligent and thought-provoking commentary in a succinct format. It is invaluable to all those who need vital materials and expert observations on company law in one volume. This twelfth edition brings: improved chapter order and location of materials; the incorporation of changes necessitated by Brexit; complete updating of statutory, regulatory and case law materials, including by the Corporate Governance and Insolvency Act 2020 and the many changes and additions to corporate governance codes requiring ‘apply and explain’ and ‘comply or explain’ adherence; major rewriting of Chapter 3 (Corporate Activity and Legal Liability) in the light of significant Supreme Court cases; expansion of Chapter 6 (Corporate Governance) and Chapter 9 (Company Auditors), along with additional coverage of shareholder remedies (Chapter 8), including coverage of Sevilleja v Marex Financial Ltd (2020, SC) and new cases on statutory derivative actions; and additional coverage of insolvency issues.