ISBN-10:
0199286388
ISBN-13:
9780199286386
Pub. Date:
08/01/2009
Publisher:
Oxford University Press, USA
Company Law / Edition 2

Company Law / Edition 2

by Brenda Hannigan

Paperback

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Product Details

ISBN-13: 9780199286386
Publisher: Oxford University Press, USA
Publication date: 08/01/2009
Edition description: Older Edition
Pages: 950
Product dimensions: 6.70(w) x 9.70(h) x 1.80(d)

About the Author



Brenda Hannigan, Head of Southampton Law School and Professor of Corporate Law, University of Southampton

Brenda Hannigan is the Head of Southampton Law School and Professor of Corporate Law.
Her principal research interests lie in company and insolvency law, particularly in the areas of directors' duties and shareholder remedies, corporate governance, board roles and responsibilities, and shareholder engagement.

Table of Contents



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
25. Corporate takeovers and schemes of arrangement

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