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Vol 21 No 9 Sept/Oct 2016

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Goode on Commercial Law

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Shares and Share Capital Under the Companies Act 2006

ISBN13: 9781846611575
Published: November 2009
Publisher: Jordan Publishing Ltd
Country of Publication: UK
Format: Paperback
Price: £115.00

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The 2006 Act makes a number of significant changes to the law on shares and share capital, though many provisions of the old law are retained. Some changes are simplifications to the law for private companies, notably on financial assistance, share capital reduction and company buy-back of own shares, as well as the abolition of authorised capital. The whole structure is informed and constrained by the provisions of the Company Law Directives, which are principally applicable to public companies.

This work is based on Parts 17, 18, 20, 21 and 22 of the 2006 Act, together with the provisions of the new Table A and Table C. However, even these extensive legislative provisions do not deal with all the issues which can arise, and case law doctrines, such as improper purposes for issuing shares, will also be considered. In addition, case law on those provisions which have not changed will continue to be relevant.

Company Law
Principles of Share Capital
– The concept of share capital s540
– The capital maintenance doctrine
Issuing Shares
– First shares
– Further shares
– Valuing non-cash consideration s593-609
– Redeemable shares s684-689
– Payment for shares
– Failure of proposed allotment
– Share premium
– Proof of ownership s768-769, 782
– Registration of allotment s554-557
Rights Attaching to Shares
– Votes
– Dividends – new table A and table C
Participation in capital
– Classes of shares
Transferring Shares
– Share transfers s544
– Shareholder agreements and forged transfers
– Financial assistance for purchase of own shares s677-683
– Equitable assignments of shares
– Transmission of shares s773-774
– Mortgages of shares
– Company lien on shares – s670
– Company’s beneficial interest in shares s671-676
Removing Capital
– Company buy-back of own shares s658-661, 690-708
– Capital reduction
– Section 617, 626-628, 640-651
– Capital redemption reserve s733-734
– Reductions of share premium account
– Exercise of the court’s discretion
– Effect of reduction s652-654
– Forfeiture and surrender of shares s662-663
– Serious loss of capital s656
Evaluation of the Changes under the Companies Act 2006;