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
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
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
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.
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
15. Corporate governance 1: corporate governance and corporate theory
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 looks at history and theory associated with corporate governance. It first considers Berle and Means’ concern about the separation of ownership from control, particularly managers’ lack of accountability not only to investors but also to society in general. It then traces the emergence of the Berle and Means corporation and examines major influences on corporate theory, citing concession theory, fiction theory, corporate realism, and aggregate theory. It also discusses economic theories that have influenced scholarship on corporate law.
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.
Book
Lee Roach
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
16. Duties Relating to Corporation Finance and Capital
This chapter discusses the details of the various obligations on companies that wish to issue and allot shares, provide debentures and charges over the company’s assets, and provide guidance on the maintenance of the company’s finances. It continues from the discussion of the administration of the company to consider the broad issue of corporate governance and identifies how a company may raise capital, while also considering the obligations placed on the directors to protect and maintain the capital of the company for its members. To appreciate the effects of the Companies Act (CA) 2006 on companies, it is important to understand the rules regarding the issuing of shares and granting of debentures to protect the company and the creditors from abuse, and how dividends are to be agreed upon and provided to shareholders.
Chapter
17. Company Law II
Company Officers and Liabilities
This chapter discusses the rules relating to the officers of a company. It considers the meaning of ‘director’ and the position of the Board of Directors. It examines the appointment, retirement, and removal of directors and considers the powers of directors and their authority to act on behalf of the company. The chapter examines the general duties of directors, including the codified duties under the Companies Act 2006, and considers the effect of a breach of those duties. The appointment and the role of a company secretary and company auditors are examined. The chapter concludes with a discussion of the meaning of corporate governance.
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.
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.
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
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.
Book
Imogen Moore
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.
12
