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Chapter

This chapter considers shareholders’ agreements. It discusses the advantages of a shareholders’ agreement; drafting a shareholders’ agreement; legal limits on the use of shareholders’ agreements; and enforcing the agreement.

Chapter

This chapter considers shareholders’ agreements. It discusses the advantages of a shareholders’ agreement; drafting a shareholders’ agreement; legal limits on the use of shareholders’ agreements; and enforcing the agreement.

Chapter

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

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.

Chapter

This chapter describes the meetings of shareholders and the resolutions passed during such meetings. It covers the types of general meeting; resolutions; calling a general meeting; notice of meetings; proceedings at meetings; minutes and returns; and written resolutions.

Chapter

This chapter considers the various ways in which a shareholder in a company may dispose of his interest in the company either during his lifetime or on death. It discusses the transfer of shares; transmission by operation of law; buy-back and redemption by a company; and financial assistance.

Chapter

This chapter discusses corporate governance in publicly traded companies with widely dispersed shareholdings. Most shareholders are not involved in the management and control of a company's affairs. Thus, a separation usually develops between those who collectively own the company through their combined shareholdings (the shareholders) and those who manage it (the directors). Problems can arise from this separation of ownership and control as distance from the day-to-day running of the business makes it difficult for shareholders to restrain any managerial excesses. The starting point of good corporate governance is internal mechanisms (such as shareholders' rights and board structures). The discussions cover the UK corporate governance code, corporate governance requirement, board committees, and shareholder engagement.

Chapter

This chapter describes the meetings of shareholders and the resolutions passed during such meetings. It covers the types of general meeting; resolutions; calling a general meeting; notice of meetings; proceedings at meetings; minutes and returns; and written resolutions.

Chapter

This chapter considers the various ways in which a shareholder in a company may dispose of his interest in the company either during his lifetime or on death. It discusses the transfer of shares; transmission by operation of law; buy-back and redemption by a company; and financial assistance.

Chapter

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

Alan Dignam and John Lowry

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. Company Law provides an account of the key principles of this area of law. It aims to demystify this complex subject. Chapter introductions provide summaries of various aspects of company law and further reading provide the tools for further research and study. This volume includes coverage of new case law such as Rossendale BC v Hurstwood Properties (A) Ltd [2019] EWCA Civ 364; BTI 2014 LLC v Sequana SA [2019] EWCA Civ 112; Global Corporate Ltd v Hale [2018] EWCA Civ 2618; Parr v Keystone Healthcare Ltd [2019] EWCA Civ 1246; Sevilleja Garcia v Marex Financial Ltd [2018] EWCA Civ 1468; and Re Sprintroom Ltd; Prescott v Potamianos [2019] EWCA Civ 932. On corporate governance the latest developments surrounding the UK Corporate Governance Code and Stewardship Developments 2020 together with Wates Corporate Governance Principles for Large Private Companies are discussed.

Book

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

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

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

The most important shareholder remedy in practice is the ability of a member to petition for relief on the ground that the affairs of the company are being or have been conducted in a manner which is unfairly prejudicial to the interests of members generally, or of some part of its members under Companies Act 2006 (CA 2006), s. 994. This chapter examines the unfairly prejudicial remedy in detail. The discussions cover 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).

Chapter

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

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

This chapter discusses the sources and purposes of company law. Legislation is the most important source of company law. There is EU as well as UK legislation, but this is subject to 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

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

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).