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Chapter

Cover Company Law Concentrate

3. The constitution of the company  

This chapter discusses the company constitution. A company’s constitution consists primarily of the articles of association and agreements and resolutions affecting the company’s constitution. The constitution forms a statutory contract between the company and its members, and between the members themselves, but only those provisions relating to membership rights will constitute terms of the statutory contract. A company can alter its articles by passing a special resolution, although statute and the common law restrict a company’s ability to alter its articles.

Chapter

Cover Company Law Concentrate

3. The constitution of the company  

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 company constitution. A company’s constitution consists primarily of the articles of association and agreements and resolutions affecting the company’s constitution. The constitution forms a statutory contract between the company and its members, and between the members themselves, but only those provisions relating to membership rights will constitute terms of the statutory contract. A company can alter its articles by passing a special resolution, although statute and the common law restrict a company’s ability to alter its articles.

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

8. Corporate Liability: Contracts, Torts, and Crimes  

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 company contracts including: pre-incorporation contracts, the company’s capacity, directors’ authority, and restrictions on the powers of directors to bind the company. The chapter also considers liability of the company for tortious and criminal acts, including vicarious liability; attribution; and the particular area of corporate manslaughter and the Corporate Manslaughter and Corporate Homicide Act 2007.