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Chapter

Celebrated for their conceptual clarity, titles in the Clarendon Law Series offer concise, accessible overviews of major fields of law and legal thought. This chapter examines shareholder control rights under British company law. It presents the following arguments: that there are good reasons for shareholder control of companies (i.e. that this model of allocation of control rights is not arbitrary); that, however, different allocations of control rights are perfectly conceivable and are to be found in practice, both in the UK and more so in some other European jurisdictions; and that the choice among the various possible allocations of control depends on one's view of how large organizations are best structured for the production of goods and services in the modern economy.

Chapter

Celebrated for their conceptual clarity, titles in the Clarendon Law Series offer concise, accessible overviews of major fields of law and legal thought. This chapter examines the protection of minority shareholders under British company law. It shows that the law gives shareholders who anticipate conflicts between majority and minority considerable latitude to rearrange the internal decision-making procedures of the company through formal contracting. The impact of the unfair prejudice provisions has been extended to embrace redress for the minority where the controllers act in breach of their duties as directors. For publicly traded companies the Listing Rules and the Takeover Code are much more important protective mechanisms than contracting, whether formal or informal.

Chapter

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

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

Where a company has a controlling or a small group of controlling shareholders, the non-controlling shareholders are at risk that the controllers will extract private benefits of control at the expense of the non-controllers. UK company law contains a wide range of techniques for addressing this issue, some more effective than others. This chapter begins by examining the various ways in which well-advised investors can contract for protection before they enter the company and how the law protects the agreements reached. The second part discusses rights to exit the company upon the occurrence of certain events. The third part discusses disclosure rights, designed to bring self-dealing transactions into the open. The fourth focuses on ways of structuring the board or shareholder body when the decision before it carries a high risk of self-dealing. The final part considers cases where the courts review the substantive fairness of the controllers’ conduct, notably, but not only, the provisions on ‘unfair prejudice.

Book

Celebrated for their conceptual clarity, titles in the Clarendon Law Series offer concise, accessible overviews of major fields of law and legal thought. Introduction to Company Law provides a conceptual introduction, providing a clear framework with which to navigate the intricacies of company law. The five core features of company law — separate legal personality, limited liability, centralized management, shareholder control, and transferability of shares — are clearly laid out and examined in this second edition. These features are used to provide an organisation structure for the conduct of business. The book also discusses legal strategies that can be used to deal with arising problems, the regulation of relationships between the parties, and the trade-offs that have been made in British company law to address some of the conflicting issues that have arisen. Revised to take into account the Companies Act 2006, and including a new chapter on international law which considers the role of European Community Law, this new edition is an introduction to company law.

Chapter

Since the financial crisis of 2007–09, the shareholder orientation of company law has come under increasing question. This chapter first sets out the social benefits potentially provided by a shareholder orientation and analyses the strategies available within the current company law framework to promote these potential benefits. It then moves on to consider more radical critiques of shareholder orientation. The first questions the capacity of non-shareholders to protect themselves via contract, outside company law. This issue is analysed mainly from the standpoint of employee contracting and employee representation within the corporate structure. The second section promotes the idea that companies should state a corporate purpose beyond profit making.

Book

Introduction to Company Law provides a conceptual introduction and a clear framework with which to navigate the intricacies of company law. The book analyses the mechanisms through which the law provides an organisational structure for the conduct of business. Given that structure, the book discusses how the law seeks to reduce the costs of using it, whether these are costs for managers, shareholders as a class, non-controlling shareholders, creditors, or employees, identifying the trade-offs involved. This discussion takes in both the Companies Act 2006 and various types of ‘soft law’, notably the Corporate Governance and Stewardship Codes. This third edition contains two new chapters: one on liability and enforcement and the other on the social function of corporate law. Both are issues that have come to prominence in the aftermath of the financial crisis of 2007–09.