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Vol 21 No 11 Nov/Dec 2016

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This book is now Out of Print.
A new edition was published, see:
Company Law 3rd ed isbn 9780199608027

Company Law 2nd ed


ISBN13: 9780199286386
New Edition ISBN: 9780199608027
Previous Edition ISBN: 0406913560
Published: May 2009
Publisher: Oxford University Press
Country of Publication: UK
Format: Paperback
Price: Out of print



The second edition of Company Law brings clarity and sophisticated analysis to a company law landscape much altered by the groundbreaking Companies Act 2006. Hannigan captures the dynamism of company law, places the material in context and guides students through all the major topics studied at undergraduate level.

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 engagement), corporate finance (including share and loan capital), and corporate rescue and restructuring (including liabilites arising on insolvency).

New to this edition

  • Sophisticated and in-depth coverage of all the core topics studied on company law courses, this work has been totally rewritten and updated to reflect all domestic and European legislative developments and case law
  • Full and coherent coverage of the Companies Act 2006 which comes fully into force on 1 October 2009
  • Succinct and clear account of the constitutional position reflecting new elements such as the absence of objects, entrenched articles and the new model articles
  • In-depth analysis of the crucially important area of directors' duites, now restated and fundamentally altered in many respects by the Companies Act 2006
  • Detailed review of the key issues in shareholder remedies including a thorough consideration of the new derivative claim and its relationship with the famous rule in Foss v Harbottle
  • Consideration is given throughout to the role of the shareholder - looking at shareholder rights, shareholders' role in decision-making and shareholder engagement whether by the indirect investor or the institutional investor, again all much altered by the Companies Act 2006
  • Accessible account of corporate finance with coverage of share capital placed in the context of European issues surrounding the Second Directive and the changes for private companies effected by the Companies Act 2006. Detailed coverage of the role of fixed and floating charges post the House of Lords decision in Spectrum Plus
  • Restructuring is considered in detail looking at the respective roles of administration and liquidation in a rescue culture
  • The European dimension is considered throughout the text with discussion of matters such as the Shareholder Rights Directive; the Accounting and Audit Directives; the proposal for a European Private Company Statute as well as the ECJ caselaw on corporate mobility

Subjects:
Company Law
Contents:
PART I CORPORATE STRUCTURE
1. Formation, Classification and Registration of Companies
2. The Framework of Company Law
3. Corporate Personality
4. The Company Constitution
PART II CORPORATE GOVERNANCE - DIRECTORS' ROLES AND RESPONSIBILITIES
5. Corporate Governance - Board Structures and Shareholder Engagement
6. The Members of the Board - Qualification and Disqualification
7. A Statutory Statement of Directors' Duties
8. Duty to Act Within Constitution and Powers
9. Duty to Promote the Success of the Company
10. Duty of Care, Skill and Independent Judgement
11. Duty to Avoid Conflicts of Interest
12. Specific Conflicts - CA 2006, Part 10, Ch 4
13. Directors' Liabilities for Breach of Duty
PART III CORPORATE GOVERNANCE - SHAREHOLDERS' RIGHTS AND REMEDIES
14. Membership and the Incidents of Membership
15. Decision-Making and Company Meetings
16. Informed Shareholders - Financial Disclosures by Companies
17. The Unfairly Prejudicial Remedy and the Minority Shareholder
18. The Derivative Claim and the Rule in Foss v Harbottle
PART IV CORPORATE FINANCE - SHARE AND LOAN CAPITAL
19. Share Capital - Capital Raising and Payment
20. The Doctrine of Capital Maintenance
21. Loan Capital - Secured Creditors and Company Charges
PART V CORPORATE RESCUE AND RESTRUCTURING
22. Company Voluntary Arrangements
23. Administration
24. Winding Up
25. Directors' Liabilities and Vulnerable Transactions on Insolvency
26. Corporate Takeovers and Reconstructions
Index ;