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Chapter

Cover Mayson, French & Ryan on Company Law

Transparency  

This chapter discusses the obligations imposed on companies and their officers to provide information about the company, other than accounts. Information about a company’s constitution, membership, officers and finances must be provided to Companies House, which makes the information available for inspection by anyone at its website. Much of that information must also be made available for inspection at the company’s registered office or an alternative inspection place. Some other information, including directors’ service contracts, must be kept available for inspection by the company’s members at its registered office or inspection place. Any company must identify itself by its registered name at its registered office, inspection place, and places of business. Further identifying information, including its registered number, must be given on business letters, order forms and websites. The chapter discusses the general rules on disclosure and how they are enforced.

Chapter

Cover Mayson, French, and Ryan on Company Law

Transparency  

This chapter discusses the obligations imposed on companies and their officers to provide information about the company, other than accounts. Information about a company’s constitution, membership, officers and finances must be provided to Companies House, which makes the information available for inspection by anyone at its website. Much of that information must also be made available for inspection at the company’s registered office or an alternative inspection place. Some other information, including directors’ service contracts, must be kept available for inspection by the company’s members at its registered office or inspection place. Any company must identify itself by its registered name at its registered office, inspection place, and places of business. Further identifying information, including its registered number, must be given on business letters, order forms and websites. The chapter discusses the general rules on disclosure and how they are enforced.

Book

Cover Company Law

Brenda Hannigan

Company Law brings clarity and analysis to the ever-changing landscape of this field. The text aims to capture the dynamism of the subject, places the material in context, highlights its relevance and topicality, and guides readers through all the major issues. From incorporation through to liquidation and dissolution, the work explores the workings of the corporate entity. The book is divided into five distinct sections covering corporate structure (including legal personality and constitutional issues), corporate governance (including directors’ duties and liabilities), shareholders’ rights and remedies (including powers of decision-making and shareholder petitions), corporate finance (including share and loan capital), and corporate insolvency.

Book

Cover Company Law Concentrate
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. Company Law Concentrate helps readers to consolidate knowledge in this area of law. This seventh edition has been fully updated and includes coverage of the Economic Crime and Corporate Transparency Bill/Act 2023, the Law Commission’s review of corporate criminal liability, and the Corporate Insolvency and Governance Act 2023. Case law updates include BTI 2014 LLV v Sequana SA [2022], Okpabi v Royal Dutch Shell plc [2021], Sevilleja v Marex Financial Ltd [2020], and WM Morrison Supermarkets plc v Various Claimants [2020]. Chapters examine business structures, incorporation, the constitution of the company, directors, members, corporate governance, capital and capital maintenance issues, members’ remedies, and corporate rescue and liquidation.

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.

Book

Cover Company Law Concentrate
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. Company Law Concentrate helps readers to consolidate knowledge in this area of law. This sixth edition has been fully updated and includes coverage of the 2018 UK Corporate Governance Code, the Wates Corporate Governance Principles, the UK Stewardship Code 2020, the Companies (Miscellaneous Reporting) Regulations 2018, and the reforms proposed following the consultation on insolvency and corporate governance. Case law updates include BAT Industries plc v Sequana SA [2019], Burnden Holdings (UK) Ltd v Fielding [2019], Popely v Popely [2019], and Vedanta Resources plc v Lungowe [2019]. Chapters examine business structures, incorporation, the constitution of the company, directors, members, corporate governance, capital and capital maintenance issues, members’ remedies, and corporate rescue and liquidation.

Chapter

Cover Introduction to Company Law

3. Governance and The Shareholders As A Class  

This chapter examines in more detail the role company law allocates to shareholders. The first part of the chapter analyses the rationales for requiring some corporate decisions not to be fully delegated to the board. Mandatory involvement of the shareholders is limited to a small number of corporate decisions. In the absence of a statutory requirement for shareholder input into the decision, the chapter examines how easy it is for shareholders who wish to involve themselves in corporate decision-making to do so, whether in the case of particular decisions or by removing directors of whose management they disapprove. The second part of the chapter discusses the recent development of regulatory pressures on institutional shareholders to ‘engage’ with the companies in which they invest. This is a development associated above all with the Stewardship Code and is based on the notion that shareholders have a bigger contribution to make to the management of large companies than the Companies Act assumes to be the case.

Chapter

Cover Company Law

19. The unfairly prejudicial remedy and the minority shareholder  

The most important minority shareholder remedy is the unfairly prejudicial petition under Companies Act 2006 (CA 2006), s 994. This chapter examines petitioning on the grounds of unfair prejudice; the boundaries to unfairly prejudicial conduct; the court’s power to grant relief; and petitioning for a winding-up order on the just and equitable ground under IA 1986, s 122(1)(g). The extensive case law on the section is considered in detail. The courts look to breaches of the terms on which the business should be conducted including breaches of the CA 2006, but also breaches of the agreements underlying the parties’ relationships. Such underlying commitments are most commonly found in quasi-partnerships. The chapter examines the quasi-partnership in detail. The remedy most commonly provided by the court is a purchase order and the chapter looks at the valuation issues around such orders. It also considers the alternative remedy of a winding up on the just and equitable ground.

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 Mayson, French & Ryan on Company Law

2. Who makes company law and what is it for?  

This chapter discusses the sources and purposes of company law. Legislation is the most important source of company law. The effect of EU legislation on UK law is explained, including retained EU Regulations which continue in force despite Brexit. Litigation concerning companies has generated a vast quantity of case law. There are other rules such as the UK Corporate Governance Code and there are practitioner texts and academic articles and books in abundance. There is a discussion of the purpose of company law which notes that its most significant purpose must be to facilitate business, but there is argument over whether mandatory rules of company law are the best way to encourage business enterprise. This leads to the discussion of whether companies should only serve the interests of their members (the shareholder-centred view of the company) or whether wider public interests must be considered.

Chapter

Cover Company Law

10. Derivative claims  

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 derivative action as a means of safeguarding minority shareholders against abuses of power and its implications for the principle of majority rule. It begins by analysing the rule in Foss v Harbottle (1843), which translates the doctrine of separate legal personality, the statutory contract, the ‘internal management principle’, and the principle of majority rule into a rule of procedure governing locus standi (that is, who has standing to sue), as well as the exceptions to that rule. It then considers various types of shareholder actions, including personal claims, representative actions (group litigation), and derivative claims. It also discusses derivative claims under the Companies Act 2006, with emphasis on the two-stage process of the application for permission to continue a derivative claim. The chapter concludes by assessing bars to a derivative action, together with liability insurance and qualifying third party indemnity provisions.

Chapter

Cover Concentrate Questions and Answers Company Law

5. Directors’ Duties  

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 very important topic of directors’ duties. The chapter considers the main duties, as codified in the Companies Act 2006, including: the duty to act within powers (the proper purposes rule); the duty to promote the success of the company; the duty to exercise independent judgment; the duty to exercise reasonable care, skill, and diligence; the duty to avoid conflicts of interest; and the duty to disclose an interest in a proposed transaction with the company. Related areas such as substantial property transactions and liability for breach are considered. This chapter considers who is a ‘director’, examining the concepts of de facto and shadow directors and how far they owe duties to the company.

Chapter

Cover Concentrate Questions and Answers Company Law

7. Minority Shareholder Remedies  

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 minority shareholder remedies, which provide some limited protection or avenues of redress for a shareholder with grievances concerning the actions of the company, directors, or majority shareholders. The chapter explores, in particular: the rule in Foss v Harbottle; derivative claims; personal claims and the issue of reflective loss; the ‘unfair prejudice’ remedy in Companies Act 2006, s. 994; and petitions to wind up the company on the ‘just and equitable’ ground under Insolvency Act 1986, s. 122(1)(g).

Chapter

Cover Mayson, French, and Ryan on Company Law

2. Who makes company law and what is it for?  

This chapter discusses the sources and purposes of company law. Legislation is the most important source of company law. The effect of EU legislation on UK law is explained, including retained EU Regulations which continue in force despite Brexit. Litigation concerning companies has generated a vast quantity of case law. There are other rules such as the UK Corporate Governance Code and there are practitioner texts and academic articles and books in abundance. There is a discussion of the purpose of company law which notes that its most significant purpose must be to facilitate business, but there is argument over whether mandatory rules of company law are the best way to encourage business enterprise. This leads to the discussion of whether companies should only serve the interests of their members (the shareholder-centred view of the company) or whether wider public interests must be considered.

Chapter

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

9. Company Auditors  

This chapter discusses the available remedies when a company is poorly run, including the types of issues that are legitimate subjects of complaint. Topics covered include: pursuing claims for maladministration; why shareholder litigation is such a problem; the old common law rule in Foss v Harbottle; the statutory derivative action for bringing corporate claims and limitations based on reflective loss; personal claims by members; and unfairly prejudicial conduct of the company’s affairs.

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

13. Corporate governance  

This chapter surveys corporate governance. It identifies the key problem of the separation of ownership and control in companies that are not owner-managed. Shareholders are seen as the owners of the company but directors manage the company and can do so for their own benefit rather than the shareholders’. There is a list of the numerous legal controls on directors, which are studied in other chapters. There is discussion of two ways of looking at directors, either as stewards who must account for their actions to the owners or as entrepreneurs whose wealth-creating work deserves reward. The UK Corporate Governance Code, which applies to premium listed companies, is discussed, as are shareholder activism and investor stewardship.

Chapter

Cover Company Law

16. Share capital  

This chapter assesses what share capital is. A share is an item of property that confers upon its holder rights as set out in the Companies Act 2006 (CA 2006) and the constitution. A public company must have an allotted share capital of at least £50,000, while private companies are not subject to a minimum share capital requirement. Who has the power to allot shares depends upon the type of company, the class of share being allotted, and how many other classes of shares the company has. However, shareholders generally have a right of pre-emption, meaning that, when a company issues new shares, they have to first be offered to the existing shareholders. Meanwhile, a transfer of shares occurs where a shareholder sells or gifts their shares to another, while a transmission of shares usually occurs where shares pass from one person to another due to the operation of law.

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 Concentrate Questions and Answers Company Law

6. Company Management and Governance  

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 explores important issues in company management and corporate governance, starting by examining the role of directors and shareholders (and the relationship between them) and the separation of ‘ownership and control’. Since the early 1990s, the governance of listed companies has been dominated by self-regulatory codes (currently the UK Corporate Governance Code). This chapter examines how these codes operate and considers key themes in corporate governance, including the role of non-executive directors and auditors; the position of institutional investors; and executive remuneration.