Company law / Brenda Hannigan

Content

Part I The corporate Structure
Formation, classification, and registration of companies
The framework of company law
Corporate personality
The company constitution

Part II Corporate Governance-Director's Roles and Responsibilities
Corporate governance-board structure and shareholder engagement
Board composition-qualification and disqualification
A statutory statement of directors' duties
Duty to act within constitution and powers
Duty to promote the success of the company
Duty of care, skill, and independent judgment
Duty to avoid a conflict of interest
Specific conflicts-CA 2006, pt 10, ch 4, and ch 4A
Directors' liabilities for breach of duty
Directors' liabilities and vulnerable transactions on insolvency

Part III corporative governance-shareholders' rights and remedies
Membership and the incidents of membership
Decision-making and company meetings
Informed shareholders and stakeholders-disclosure and the limited company
The unfairly prejudicial remedy and the minority shareholder
The derivative claim and the rule in Foss v Harbottle

Part IV corporate finance-share and loan capital
Share capital-capital raising and payment
The doctrine of capital maintenance
Loan capital-secured creditors and company charges

Part V corporate liquidation
Liquidation and dissolution-winding up the insolvent company

Includes bibliographical references and index