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The second edition of this successful book incorporates many important developments,such as the changing judicial approach to directors duties and disqualification orders, recent developments in auditors liability and the effect of the House of Lords decision in Sharp v Thompson. New legislation include the Competition Act 1998 and the Human Rights Act 1998. Recent work of the Law Commissions on Shareholder Remedies and Directors Duties is examined. The ongoing debate on corporate governance is brought up to date with the incorporation of the Greenbury and Hampel Reports and the Combined Code on Corporate Governance and the work of the DTI on reform of company law is explained.