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Chapter

Cover Introduction to Business Law

18. Company Law III  

Company Meetings, Shareholder Protection, and Liquidation of Companies

This chapter discusses the different types of company meetings and how meetings are convened and managed. It examines the different types of resolutions that may be made by shareholders both at meetings and outside meetings, and the rights of shareholders to propose their own resolutions. It explains the difference between voting by a show of hands and voting by poll. It considers the protection given by law to minority shareholders. It discusses the meaning of insider dealing and market abuse and the penalties they attract. The chapter concludes with a discussion of methods by which a company can be wound up and the meaning of wrongful and fraudulent trading.

Chapter

Cover Company Law Concentrate

9. Corporate rescue and liquidation  

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 various procedures available to companies experiencing financial difficulties that are so severe that the company’s survival is in jeopardy. It focuses on procedures that aim to help struggling companies (such as administration); help creditors recover monies owed (such as receivership); and commence the process of ending the company’s existence and provide for the distribution of its remaining assets (namely winding up).

Chapter

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

1. The Company and its Incorporation  

This chapter discusses rescue and insolvency procedures. Companies experiencing financial difficulty have various options to effect either the timely rescue of viable commercial enterprises or the orderly and competent management of affairs before ceasing operations. This chapter considers: the Insolvency Act 1986 Pt 1A moratorium; company voluntary arrangements; administration; receivership and administrative receivership; distribution of assets subject to the receivership; liquidation or winding up; investigating and reporting the affairs of the company; dissolution of the company; and restoration to the register.

Chapter

Cover Card & James' Business Law

24. Corporate rescue, insolvency, and dissolution  

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.

Book

Cover Mayson, French & Ryan on Company Law
Mayson, French & Ryan on Company Law looks at all aspects of current UK company law. The 37th edition continues the tradition of providing accurate technical detail, examination of theory, and quotations from key cases. The volume starts with an overview of the topic. Next it looks at the establishment of companies. It moves on to consider finance which includes an examination of shares, accounts, loans, market abuse, capital and borrowing. The next part of the text considers governance. It looks at shareholders, directors, duties of directors, company secretaries and auditors, remedies and acting for a company. The last part of the text examines insolvency and liquidation.

Chapter

Cover Mayson, French & Ryan on Company Law

20. Company insolvency and liquidation  

This chapter deals with procedures and legislation governing the insolvency and liquidation of a company and who are qualified as insolvency practitioners. It discusses insolvency procedures such as administration, voluntary arrangement, creditors’ voluntary winding up, winding up by the court and the appointment of a provisional liquidator. It considers the effect of insolvency and liquidation procedures on floating charges, court control of insolvency and liquidation procedures, and liability for fraudulent trading and wrongful trading. The legal principles underlying disqualification orders against a company’s directors, the use of an insolvent company’s name, the order of the application of assets in liquidation and the dissolution of a company are also examined.

Chapter

Cover Company Law

23. Liquidation, dissolution, and restoration  

This concluding chapter explores the different types of liquidation, the powers of a liquidator, and the ways in which a company can be dissolved and restored. The Insolvency Act 1986 (IA 1986) provides for two types of liquidation: voluntary winding up and winding up by the court. A voluntary winding up occurs where the members voluntarily wind up the company by passing a special resolution. Meanwhile, compulsory winding up occurs where a person petitions the court for an order of winding up the company, and the court grants such an order. The liquidator’s role is to gather, realize, and distribute the assets of the company to its creditors and, if there is a surplus, to persons so entitled. Ultimately, the process by which a company’s existence is ended is known as ‘dissolution’. A dissolved company can be restored in certain circumstances.

Book

Cover Mayson, French, and Ryan on Company Law
Mayson, French & Ryan on Company Law looks at all aspects of current UK company law. The 38th edition continues the tradition of providing accurate technical detail, examination of theory, and quotations from key cases. The volume starts with an overview of the topic. Next it looks at the establishment of companies. It moves on to consider finance which includes an examination of shares, accounts, loans, market abuse, capital and borrowing. The next part of the text considers governance. It looks at shareholders, directors, duties of directors, company secretaries and auditors, remedies and acting for a company. The last part of the text examines insolvency and liquidation.

Chapter

Cover Mayson, French, and Ryan on Company Law

20. Company insolvency and liquidation  

This chapter deals with procedures and legislation governing the insolvency and liquidation of a company and who are qualified as insolvency practitioners. It discusses insolvency procedures such as administration, voluntary arrangement, creditors’ voluntary winding up, winding up by the court and the appointment of a provisional liquidator. It considers the effect of insolvency and liquidation procedures on floating charges, court control of insolvency and liquidation procedures, and liability for fraudulent trading and wrongful trading. The legal principles underlying disqualification orders against a company’s directors, the use of an insolvent company’s name, the order of the application of assets in liquidation and the dissolution of a company are also examined.

Chapter

Cover Company Law Concentrate

9. Corporate rescue and liquidation  

This chapter discusses the various procedures available to companies experiencing financial difficulties that are so severe that the company’s survival is in jeopardy. It focuses on the principal statutory procedures that aim to help struggling companies, namely administration, the company voluntary arrangement, the restructuring plan, and the moratorium. It then moves on to discuss liquidation and the distribution of assets to creditors.

Chapter

Cover Company Law

17. Corporate rescue and liquidations in outline  

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 deals with the regulatory regime governing corporate rescue and liquidations. It first considers two procedures that were introduced by the Insolvency Act 1986 aimed at implementing the objective of corporate rescue: the administration order and the company voluntary arrangement, the former of which has been fundamentally reformed by the Enterprise Act 2002. It then discusses voluntary winding-up by companies, members, and creditors under the 1986 Act, as well as the grounds on which the court may initiate compulsory winding-up. The chapter also examines the consequences of a winding-up petition on dispositions of company property; winding-up in the public interest; the duties and functions of the liquidator; provisions allowing avoidance of transactions entered into prior to liquidation; the personal liability of directors under the Insolvency Act 1986; and distribution of surplus assets following liquidation. Finally, it outlines a number of amendments to the 1986 Act.