Articles of association : guidance and precedents / Richard C. Bishop.

Format:

Book

Author/Creator:

Bishop, Richard C., author.

Series:

Directors' Handbook

Language:

English

Subjects (All):

Articles of incorporation.

Corporation law. .

Law--England.

Law.

Physical Description:

1 online resource (593 pages)

Edition:

1st ed.

Place of Publication:

London : Bloomsbury Professional, [2020]

Summary:

Nearly four million companies incorporated in the UK allow their constitution or company rule book to be dictated by the standard Articles of Association. Designed to aid professional advisers, directors and shareholders make better decisions about any company's constitution, this book provides:- The background to the articles of association, the Company Law act 2006, business structures and their needs.- A review of the case law and the implications for amending the articles of association- A detailed analysis of the default Articles of association proscribed in The Companies (Model Articles) Regulations 2008 Table A.- A guide to drafting articles of association, real life examples and discussions on why companies should adapt Table A to suit specific company requirements.- All precedents are available as electronic downloadsSolicitors and accountants will have the tools to confidently advise clients on how the articles of association impacts on the company and with clever drafting how the constitution of the company can be amended to provide clear provisions to suit its strategic position. For those who may wish to consider changing the constitution of their own company, the book is full of practical examples, together with do's and don'ts, and illustrations and full procedures for trustees, family investment and property companies providing guidelines for minority shareholders, investors and directors.This title is included in Bloomsbury Professional's Company and Commercial Law online service.

Contents:

Intro

Downloadable Precedents

Contents

Table of Statutes

Table of Statutory Instruments

Table of Cases

Chapter 1 Introduction

Introduction

Drafting bespoke clauses

Restrictions on drafting rules

What are the companies' constitutional documents? Pre-1 October 2009

Constitutional documents: Companies Act 2006

What is the memorandum? Pre-1 October 2009 incorporation

Table A: Model articles for companies incorporated before 1 October 2009

Post-1 October 2009 model articles - the position today

The legality of the articles of association

Enforcement of the covenants

Chapter 2 The New Model Articles

Companies Act 2006 - guide to the new model articles

Chapter 3 Case Law Review

Overview - amending the articles of association

Pre-emption allotment of new shares

The legal principles of amendment of the articles

Signia Wealth Ltd v Vector Trustees Ltd - rights of pre-emption

Chapter 4 Enforcement of the Articles

Shareholders and members

Who has what rights under the articles of association?

The enforcement of covenants between members

The articles are not enforceable by third parties

Members and fiduciary duty

Members v members

Enforcing covenants against the directors

Entrenchment

Memorandum, entrenchment and amendment (companies incorporated before 1 October 2009)

Chapter 5 Articles That May Override the Companies Act 2006

Where the Companies Act 2006 will override the articles of association

Chapter 6 Analysis of the Model Articles For Private Companies Limited by Shares

Drafting assumptions

Model Articles for Private Companies Limited by Shares

Chapter 7 Analysis of the Model Articles for Private Companies Limited by Guarantee

Introduction.

Model Articles for Private Companies Limited by Guarantee

Chapter 8 Analysis of the Model Articles for Public Companies

Model Articles for Public Companies

Precedent 1: Family Business Articles of Association

Shareholder and investor consent

Shareholder consent

Investor consent

Assumptions

Articles of Association

Precedent 2: Sports Club Articles of Association

Precedent 3: Joint Venture Company Articles of Association

Appendix

Case study: what happens on the death of a shareholder?

Tax considerations

Precedent 4: Management Buyout Articles of Association

Appendix A Tables of Derivations

Appendix B Comparison of the Companies Act 1985 (1986 in Northern Ireland) Table A with the Companies Act 2006 model articles

Appendix C: Table A 1985

Appendix D: Table A 1948

Appendix E: Table A 1929

Appendix F: Table A 1908

Appendix G: Table A 1906

Appendix H: Table A 1862

Appendix I: Table B 1856

Index.

Notes:

Includes index.

Description based on print version record.

ISBN:

9781526514332

1526514338

9781526514349

1526514346