Company Law

PART I The Corporate Structure 1: Formation, classification and registration of companies 2: The framework of company law 3: Corporate personality 4: Rules of attribution - corporate acts and liabilities 5: The company constitution PART II Corporate Governance - Directors' Roles and Responsibilities 6: Corporate governance - board structure and shareholder engagement 7: Board composition - appointment and removal of directors 8: A statutory statement of directors' duties 9: Duty to act within constitution and powers 10: Duty to promote the success of the company 11: Duty of care, skill and independent judgement 12: Duty to avoid a conflict of interest 13: Specific conflicts - CA 2006, Part 10, Ch 4 14: Directors' liabilities for breach of duty 15: Directors' liabilities and vulnerable transactions on insolvency PART III Corporate Governance - Shareholders' Rights and Remedies 16: Membership and the incidents of membership 17: Decision-making and company meetings 18: Informed shareholders and stakeholders-disclosure and the limited company 19: The unfairly prejudicial remedy and the minority shareholder 20: The derivative claim and the rule in Ross v Harbottle PART IV Corporate Finance - Share and Loan Capital 21: Share capital - capital raising and payment 22: The doctrine of capital maintenance 23: Loan capital - secured creditors and company charges PART V Corporate Liquidation, Takeovers and Schemes of Arrangement 24: Liquidation and dissolution - winding up the insolvent company