Mayson, French and Ryan on company law / Derek French, Stephen W. Mayson, Christopher L. Ryan.

Format:

Book

Author/Creator:

French, Derek.

Contributor:

Mayson, Stephen W.

Ryan, Christopher (Christopher L.)

Language:

English

Subjects (All):

Corporation law--Great Britain.

Corporation law.

Physical Description:

1 online resource (865 pages)

Edition:

Twenty-ninth edition.

Place of Publication:

Oxford, England : Oxford University Press, 2012.

Language Note:

English

Summary:

Combining technical detail with a clear and easy-to-follow writing style, this new edition of Mayson, French & Ryan on Company Law continues to provide an excellent grounding in all aspects of company law, making it the go-to text for students and practitioners alike. The only company law textbook to be updated annually, Mayson, French & Ryan on Company Law enables you to confidently approach this sometimes complex area of study. With chapter summary points and a useful 'what is in this chapter' feature, Mayson, French & Ryan is easy to use and presents information in a readily accessible and compact format. An accompanying Online Resource Centre provides further support with regular updates. In this highly readable account, areas of uncertainty and ambiguity are treated in detail, with quotations from important cases used to accompany discussions and illustrate the practical implications of the law. From the classroom to the boardroom, Mayson, French & Ryan is the ideal learning aid and reference guide for all the central issues of company law.

Contents:

Cover

Contents

Preface

New to this edition

Table of Cases

Table of Statutes

Table of Statutory Instruments

Table of Treaties and Conventions

Table of European Secondary Legislation

Table of References to the FSA Handbook

Table of References to the UK Corporate Governance Code

Abbreviations

PART 1 INTRODUCTION

1 INTRODUCTION

1.1 What this book is about

1.2 What is in the rest of this chapter

1.3 Incorporation

1.4 Other legal forms for businesses

1.5 Sources of company law

1.6 Purpose of company law

1.7 Morality, economics, democracy and company law

PART 2 ESTABLISHMENT

2 REGISTRATION

2.1 What is in this chapter

2.2 Registration procedure

2.3 Classification of companies

2.4 Company names

2.5 Registered office

2.6 Re-registration to change the classification of a company

2.7 Quasi-partnership companies

2.8 Numbers of companies

2.9 European public limited-liability companies and private companies

3 ARTICLES OF ASSOCIATION

3.1 What is in this chapter

3.2 Constitution

3.3 Content of articles of association

3.4 Effect of articles

3.5 Amendment of articles

3.6 Restrictions on amendment of articles

3.7 Amendment of articles which are terms of another contract

3.8 Restricted objects

4 TRANSPARENCY

4.1 What is in this chapter

4.2 Information at Companies House

4.3 Public notice of receipt of documents

4.4 Company registers and documents

4.5 Trading disclosures

5 CORPORATE PERSONALITY

5.1 What is in this chapter

5.2 Effects of separate corporate personality

5.3 Avoiding effects of separate corporate personality

5.4 Corporate law theory

5.5 Company linguistics

5.6 Companies' human rights

PART 3 FINANCE

6 SHARES

6.1 What is in this chapter

6.2 Shares and membership rights

6.3 Allotment.

6.4 Principles of accounting

6.5 Timing and size of the capital contribution

6.6 Form of contribution

6.7 Minimum capital of a public company

6.8 Remedies of a wronged allottee

6.9 Alteration of share capital

7 OFFERING SHARES TO THE PUBLIC

7.1 What is in this chapter

7.2 Financial Services and Markets Act 2000

7.3 Marketplaces for shares

7.4 Prospectuses

7.5 Misleading statements and omissions in prospectuses

7.6 Official listing

7.7 Investment advertisements

7.8 Underwriting, commissions, brokerage

7.9 Inadequate response

8 TRANSFER OF SHARES

8.1 What is in this chapter

8.2 Share certificates

uncertificated shares

8.3 Transfer procedures

8.4 Forged or fraudulent transfers

8.5 Transmission of shares

8.6 Share warrants

8.7 Third-party interests in shares

8.8 Takeovers

8.9 Public company's inquiry into share ownership

8.10 Notification of major shareholdings

9 ACCOUNTS

9.1 What is in this chapter

9.2 Financial Reporting Council

9.3 Accounting records

9.4 Reporting requirements for various classes of company

9.5 Annual accounts and reports

9.6 Distribution, filing and publication of annual accounts and reports

9.7 Half-yearly reports and interim management statements

9.8 Group accounts

9.9 Contents of directors' report

9.10 Revision and external review of accounts and reports

10 DISTRIBUTIONS AND THE MAINTENANCE OF CAPITAL

10.1 What is in this chapter

10.2 General principle

10.3 Distributions

10.4 Capitalisations and bonus shares

10.5 Redeemable shares

10.6 Purchase of own shares

10.7 Reduction of capital

10.8 Financial assistance for purchase of own shares

10.9 Exemptions for employees' share schemes

11 BORROWING, CREDIT AND SECURITY

11.1 What is in this chapter

11.2 Security for financial obligations.

11.3 Registration of non-possessory security contracts

11.4 Priorities

11.5 Recourse

11.6 Floating charges

11.7 Registration of charges on company property

12 MARKETABLE LOANS

12.1 What is in this chapter

12.2 Stock

12.3 Trustees

12.4 Stock certificates

12.5 Contracts for the allotment of debt securities

12.6 Information for debenture holders

12.7 Convertibles

12.8 International bonds

12.9 Prospectuses and listing particulars

13 MARKET ABUSE

13.1 What is in this chapter

13.2 Market abuse

13.3 Disclosure to regulated markets

13.4 Model Code for Listed Companies

13.5 Offence of insider dealing

13.6 Offence of creating a false market

13.7 Fiduciary duty

PART 4 GOVERNANCE

14 SHAREHOLDERS

14.1 What is in this chapter

14.2 Definition

14.3 Register of members

14.4 Shareholder democracy

14.5 Written resolutions of private companies

14.6 Meetings

14.7 Annual general meetings

14.8 Notice of meetings

14.9 Quorum and chair

14.10 Voting

14.11 Adjournment of meetings

14.12 Records of resolutions, meetings and decisions

14.13 Decision-making without meeting or written resolution

14.14 Alteration of class rights

14.15 Holding and subsidiary companies

14.16 Authorisation of political donations

15 DIRECTORS

15.1 What is in this chapter

15.2 Directors and corporate governance

15.3 Definitions

15.4 Minimum number of directors

15.5 Appointment of directors

15.6 Termination of office

15.7 Transparency

15.8 The board of directors

15.9 Remuneration

15.10 Powers of management

15.11 Legal categorisation of directors

15.12 Directors are not agents of members

16 DIRECTOR'S DUTIES

16.1 What is in this chapter

16.2 Codification of directors' general duties

16.3 Fiduciary duty.

16.4 Shadow and de facto directors

16.5 Duty to act within powers

16.6 Duty to promote the success of the company

16.7 Duty to exercise independent judgment

16.8 Duty to exercise reasonable care, skill and diligence

16.9 Duty to avoid conflicts of interest

16.10 Duty not to accept benefits from third parties

16.11 Duty to declare interest in proposed transaction or arrangement

16.12 Substantial property transactions

16.13 Loans, quasi-loans and credit transactions

16.14 Connected persons and associated companies

16.15 Remedies

16.16 Relief from liability

16.17 Secondary liability

17 CORPORATE OFFICERS AND PROMOTERS

17.1 What is in this chapter

17.2 Liability of officers

17.3 Company secretaries

17.4 Auditors

17.5 Auditors' liability

17.6 Managers

17.7 Promoters

18 REMEDIES FOR MALADMINISTRATION

18.1 What is in this chapter

18.2 Action against company officers

18.3 The rule in Foss v Harbottle

18.4 Proper claimant principle

18.5 Irregularity principle

18.6 Unfairly prejudicial conduct of the company's affairs

18.7 Winding up

18.8 Company investigations

19 ACTING FOR A COMPANY: AGENCY AND ATTRIBUTION

19.1 What is in this chapter

19.2 Authentication and execution of documents

19.3 Company contracts

19.4 Contractual capacity

19.5 Authority of a company's agents

19.6 Pre-incorporation and post-dissolution contracts

19.7 Liabilities of principal and agent

19.8 Attribution by a court so as to impose liability on a company

19.9 Companies in court

PART 5 INSOLVENCY AND LIQUIDATION

20 COMPANY INSOLVENCY AND LIQUIDATION

20.1 Introduction

20.2 Administrative receivership and floating charges

20.3 Administration

20.4 Voluntary arrangements

20.5 Voluntary winding up

20.6 Winding up by the court.

20.7 Appointment of a provisional liquidator

20.8 Commencement of winding up: going into liquidation

20.9 Investigation of the affairs of a company

20.10 Control of insolvency and liquidation procedures by the court

20.11 Liability for fraudulent trading

20.12 Wrongful trading

20.13 Directors' disqualification

20.14 Use of insolvent company's name

20.15 Order of application of assets in liquidation

20.16 Dissolution

Index.

Notes:

Includes index.

Description based on online resource; title from PDF title page (ebrary, viewed January 16, 2014).

Description based on publisher supplied metadata and other sources.

ISBN:

0-19-166661-0

OCLC:

867929671