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.
Keywords:company law, organisational structure, agency costs, directors’ duties, controlling shareholders, creditor protection, employee representation, Companies Act 2006, Corporate Governance Code, Stewardship Code, purpose of company law
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- 1. Introduction
- 2. The Board
- 3. Governance and The Shareholders As A Class
- 4. Markets and The Shareholders As A Class
- 5. Majority and Minority Shareholders
- 6. Directors’ Duties
- 7. Creditors
- 8. Liability and Enforcement
- 9. The Social Function of Corporate Law