Subjects:

Company Law

Contents:

PART I: MEETINGS OF MEMBERS

1. Types of Meeting

What is a meeting?

Types of meeting

Annual General Meeting

Extraordinary General Meeting

Class Meetings

Meetings requisitioned by Members

2. Powers and Duties

Limitations on the powers of the general meeting

The Chairman - the role, powers, duties and discretion

Corporate Representatives

3. Conduct of Meetings

Notice requirements - to whom, by whom, by what means, effect of failure, method of giving notice, length of notice, contents of notice, Stock Exchange requirements for public companies, Special Notice

Circulars to Members

Conduct of meetings

Proxies - right to vote, validation of proxies

QuorumAdjournment of a meeting

MinutesRegistration of Resolutions

Informal meetings and resolutions - Re Duomatic and its aftermath

Electronic Communications and Meetings

4. Resolutions

Types of Resolutions

Resolutions proposed at a meeting

Amendments to resolutions

Voting

Written Resolutions

Elective Resolutions

5. Remedies

Rights of members in respect of defective meetings

Power of the Court to convene a meeting under section 371 of the Companies Act 1985

Unfair prejudice

PART II: MEETINGS OF DIRECTORS

6. Introduction

7. Conduct

Combined Code Requirements

Convening a Board Meeting

Notice and Agenda

Quorum requirements

Conduct of business

Disclosure of directors' Interests to the Board Meeting

Voting

Committees

Minutes

Written resolutions

PART III: MATERIALS AND COMMENTARY

8. Statutory provisions in the Companies Act 1985 relating to meetings

9. Provisions in Table A (S.I.1985/805 Schedule A) relating to the conduct of meetings

This new work is an up to date and informative guide to the law on company meetings in the light of the changes introduced by the Companies Act 2006.

• Incorporates a clear and detailed explanation of the changes introduced by the Companies Act 2006.
• Provides practical assistance for busy practitioners on difficult and new provisions such as those relating to meetings of directors
• Includes extensive reference to case law
• Written by two expert barristers from a leading company law set