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 Hurstwood Properties (A) Ltd and others v Rossendale Borough Council and another (2021) on veil lifting, Sevilleja Garcia v Marex Financial Ltd (2020), and Primeo Fund v Bank of Bermuda (Cayman) Ltd (2021) on reflective loss; Chu v Lau (2020) on just and equitable winding up in ‘deadlock’ cases; Primekings Holding Ltd v King (2021) on unfair prejudice; Ming Siu Hung v J F Ming Inc (2021) on buy-out orders; Byers v Chen Ninging (2021) on breach of directors’ duties; CPS v Aquila Advisory Ltd (2021) on attribution; together with recent legislation including the Corporate Insolvency and Governance Act 2020; the Economic Crime (Transparency and Enforcement) Act 2022; the Rating (Coronavirus) and Directors Disqualification (Dissolved Companies) Act 2021; and the Commercial Rent (Coronavirus) Act 2022. On corporate governance, the latest developments surrounding the UK Corporate Governance Code and Stewardship Developments 2020 together with the Wates Corporate Governance Principles for Large Private Companies, the FTSE Women Leaders Report 2022 on gender diversity on boards, and the Parker Review 2022 on ethnic diversity on boards are discussed as well as climate change litigation using s 172 of the Companies Act 2006.
12
Book
Derek French
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.
Book
Lee Roach
Company Law guides the reader through the intricacies of the subject with expert analysis of the application of principles to real-life cases. The chapters provide comprehensive coverage of all core aspects of company law. The relationship between company law and corporate governance is explored, ensuring that readers have a full picture of how and why companies are create d and regulated. Topics include: the formation and nature of the company; the board of directors; membership of the company; and corporate rescue, restructuring, and insolvency; and new subjects such as the effects of the UK’s withdrawal from the European Union and the impact upon company law of the COVID-19 pandemic.
Book
Derek French
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.
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.
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 areas. The book is divided into five distinct parts covering corporate structure (including legal personality, attribution, and constitutional issues), corporate governance (including board composition, directors’ duties, and liabilities), shareholders’ rights and remedies (including membership rights regarding meetings and resolutions, shareholder petitions, and derivative claims), corporate finance (including share and loan capital), and corporate insolvency.
Chapter
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
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
6. Corporate governance
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 UK corporate governance system and some of the key corporate governance topics. It begins by looking at what corporate governance is and how the UK’s corporate governance system has evolved. The chapter then discusses the effectiveness of the ‘comply or explain’ approach. It also discusses a number of key corporate governance mechanisms, namely institutional investors, non-executive directors, and directors’ remuneration.
Chapter
2. The UK’s corporate law and governance system
This chapter discusses the various sources of company law and corporate governance. The main sources of company law are legislation, case law, the constitution of the company, contract, European Union law, and human rights law. Legislation is the principal form of UK company law, with the Companies Act 2006 being the most important piece of company law legislation. However, companies are, to a degree, permitted to create their own internal rules through their constitution. Companies can also create their own law by drafting their own standard terms for use in contracts. Meanwhile, corporate governance best practice principles are found in a series of reports and codes, with the three principal codes being the UK Corporate Governance Code, the Wates Corporate Governance Principles, and the UK Stewardship Code 2020. Both of the codes operate on a comply-or-explain basis, under which certain persons must comply with the code or explain their reasons for non-compliance.
Chapter
3. Prudential Regulation II: Structural Reform, Deposit Insurance, Corporate Governance
Ross Cranston, Emilios Avgouleas, Kristin van Zweiten, Theodor van Sante, and Christoper Hare
This chapter discusses bank structural reform. Most structural reform initiatives that have been undertaken since 2008 were aimed at reversing the effects of the repeal of the Glass–Steagall Act in the late 1990s and of the EU legislation that promoted universal banking. The chapter first considers the financial stability concerns and the mechanics of contemporary structural reform legislation in the USA, the UK, and the EU, and the actual legal framework underpinning these reforms. It then covers the regulation of bank involvement in derivatives markets. Today, derivatives regulation is a clear part of macroprudential regulation to the extent that centralized clearing and settlement and increased transparency battle opacity and interconnectedness and limit systemic risk. The remainder of the chapter covers deposit insurance, bank corporate governance, risk control, and executive remuneration.
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
15. Directors
This chapter explores the role of directors in corporate governance. Rules on appointment and removal of a company’s directors are considered, followed by public disclosure of the names of directors and their work as a board, their remuneration and their powers of management. The chapter also considers the legal categorisation of directors, whether as fiduciaries, agents or trustees; the relationship between directors and shareholders of public companies; transparency; and general legal principles regarding the board of directors. Relevant legislation such as the Companies Act 2006 and the UK Corporate Governance Code, as well as particularly significant court cases, are mentioned.
Chapter
15. Directors
This chapter explores the role of directors in corporate governance. Rules on appointment and removal of a company’s directors are considered, followed by public disclosure of the names of directors and their work as a board, their remuneration and their powers of management. The chapter also considers the legal categorisation of directors, whether as fiduciaries, agents or trustees; the relationship between directors and shareholders of public companies; transparency; and general legal principles regarding the board of directors. Relevant legislation such as the Companies Act 2006 and the UK Corporate Governance Code, as well as particularly significant court cases, are mentioned.
Chapter
13. Corporate management
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 corporate management, focusing on those individuals who are responsible for making key strategic decisions within the company, namely the members of the board of directors. It begins by tracing the emergence of the professional managerial organ, with emphasis on the separation of ownership and control and the recognition of directorial autonomy. It then considers the relationship between directors and the general meeting, how directors are appointed, categories of directors, principle and policy governing directors’ remuneration, and the fiduciary nature of the office. The issues surrounding corporate governance are also examined, along with the approach of company law in the UK with regards to the structure and functions of the board of directors. Finally, the chapter discusses vacation, removal from office, and disqualification of directors as well as recent statutory reforms (the Small Business, Enterprise and Employment Act 2015 and the Rating (Coronavirus) and Directors Disqualification (Dissolved Companies) Act 2021) aimed at bolstering the disqualification regime.
Chapter
16. Corporate governance 2: the UK corporate governance debate
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 explores the corporate governance debate in the UK in terms of industry and the government. After presenting the background to the UK debate, it considers UK corporate theory and the industry and government response to the corporate governance debate. It then examines the Sarbanes–Oxley Act that became law in the USA in July 2002; the UK Government’s independent review of non-executive directors (the Higgs Review); the link between corporate governance failure and the 2008 financial crisis; and it outlines a number of corporate governance reforms that have been adopted between 2009 and 2020 including the UK Government Corporate Governance Reform programme and the latest developments in the UK Corporate Governance Code.
Chapter
1. Introduction
This introductory chapter provides an overview of the aims of company law and governance. Company law should hold companies and directors to account, be flexible enough to respond to novel and evolving practices, provide certainty, promote transparency, help to avoid misalignment of interests, promote corporate efficiency, and help avoid corporate disaster. The chapter then looks at other key important business structures. Other than companies, the principal business structures are the sole proprietorship, the partnership, and the limited liability partnership. A sole proprietorship is a sole individual carrying on some form of business activity on their own account. Meanwhile, two or more persons who wish to engage in business together can form an ordinary partnership. Finally, limited liability partnerships were created to provide suitable business structures for large, professional firms. In many respects, limited liability partnerships resemble companies.
Chapter
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.
Book
Iris H-Y Chiu and Joanna Wilson
Banking Law fully addresses the current landscape of banking law and regulation post the 2008 financial crisis. Coverage is balanced between transactional, regulatory, and private law topics across UK banking law, as well as European and international law. The text aims to cover everything needed for a full understanding. Topics covered include: the banker–customer relationship, payment, regulatory architecture in the UK and the European Union, macroprudential regulation, banking culture, governance, incentives, crisis management and resolution, and combatting financial crime.
Chapter
12. Regulating the governance, structures, and incentives at banks
Iris Chiu and Joanna Wilson
This chapter assesses how regulation addresses sub-optimal internal organisation and governance at banks in order to change behaviour. The Basel Committee defines the role of internal control at banks to be for three purposes: to assist in achieving profitability and performance, to ensure the reliability and integrity of financial information relating to the bank, and to assist in external compliance with regulations. Meanwhile, corporate governance may be defined as ‘a system by which companies are directed or controlled’. As a framework for determining exercise of power, decision-making, and accountability, corporate governance is important in the shaping of an overall organisational culture. The chapter also considers the regulation of bankersʼ remuneration. Although such regulation affects bankers individually, there are aspects of ‘collective’ policy in remuneration regulation that seek to control organisational freedom in giving rewards, as well as aspects that affect individual incentives.
12
