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Vol 25 No 1 Jan/Feb 2020

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Company Meetings and Resolutions: Law, Practice, and Procedure 3rd ed


ISBN13: 9780198832744
Previous Edition ISBN: 9780199665129
Published: February 2020
Publisher: Oxford University Press
Country of Publication: UK
Format: Hardback
Price: £245.00



In stock.

This new edition is the only work solely dedicated to the law of company meetings of solvent public and private companies that are registered and incorporated under the Companies Act 2006 and its predecessors. As before, the new edition is written by an author team of great authority who have specialized in company law throughout their careers.

The third edition addresses the use of technology in company meetings, and in particular, considers whether it is lawful for a company registered under the Companies Act 2006 to hold a meeting of shareholders by electronic means only. The practical, as well as the legal issues are considered with regard to this issue.

The changes brought in by the UK Corporate Governance Code 2018, with regard to the role of the Chair and the board at meetings of listed companies, is covered along with other developments relating to the duties and activities of the Chair such as in Re Dee Valley Group plc 2017. Other important new case law is also covered such as Sharp v Blank 2015 concerning the duty of directors to provide sufficient information to shareholders to enable them to make informed decisions. Amendments made by the Regulatory Reform Act 2013 to the Companies Act 2006 regarding approval by shareholders of director remuneration policy are duly considered.

The Rt. Hon Lord Justice David Richards has written a foreword to the third edition.

The book is the leading authority on the law of company meetings and resolutions and all practitioners advising on this subject will find this an invaluable tool for desk research as well as a handy companion at company meetings.

Subjects:
Company Law
Contents:
1A MEETINGS OF MEMBERS
1: The Concept of a Meeting and Quorum
2: Notice of Meetings of Members
3: Circulars to Members and Members' Statements
4: The Annual General Meeting
5: Meetings Requested by Members
6: Meetings of Members Ordered by the Court
7: The Role of the Chairman
8: Proxies and Corporate Representatives
9: Voting
10: Exercise of Members' Rights
11: Resolutions and Amendments
12: Adjournment
13: Class Meetings and Class Consents
14: Meetings for the Purposes of Schemes of Arrangement
1B WRITTEN RESOLUTIONS AND THE DUOMATIC PRINCIPLE
15: Written Resolutions of Private Companies
16: Informal Decisions and the Duomatic Principle
1C MINUTES
17: Minutes of General Meetings and Decisions of Members
1D COMPANY COMMUNICATIONS
18: The Company Communications Provisions, Including Electronic Communications
2. MEETINGS OF DIRECTORS
19: Introduction to Directors' Meetings, Written Resolutions and Directors' Duties
20: Notice, Agenda and Quorum for Meetings of Directors
21: The Role of the Chairman at Meetings of Directors
22: Minutes of Meetings of Directors
3. COMMENTARY ON THE PROVISIONS OF THE COMPANIES ACT 2006, PART 13, SECTIONS 281 TO 361
23: Commentary on the Provisions of the Companies Act 2006, Part 13, Sections 281 to 361
4. ANNOTATION OF 1985 TABLE A REGULATIONS RELATING TO MEETINGS AND DECISIONS OF MEMBERS AND PROCEEDINGS AND DECISIONS OF DIRECTORS
24: Annotation of 1985 Table A Regulations Relating to Meetings and Decisions of Members and Proceedings and Decisions of Directors
5. COMMENTARY ON THE COMPANIES ACT 2006 MODEL ARTICLES RELATING TO MEETINGS AND DECISIONS OF MEMBERS AND PROCEEDINGS AND DECISIONS OF DIRECTORS
25: Commentary on the Companies Act 2006 Model Articles