Description
Key Features
- The book offers a lucid explanation of key principles and legislation It examines case law in detail and gives guidance on areas where the law is unclear
- Also Discusses the EU dimension
- Incorporates and explains the wide-ranging changes arising from the Companies Act 2006
About the Book: Gower and Davies Principles of Modern Company Law: 8th Edition
Gower and Davies Principles of modern Company Law is the leading text available on company law, providing clarity on what is an increasingly complex subject. Students, as well as those involved in company law on a day-to-day basis, can turn to Gower and Davies secure in the knowledge that it covers all the key areas of company law by way of a detailed, in-depth analysis. The 8th edition fully incorporates the latest developments including the fundamental changes brought about by the Companies Act 2006, and the transposition of the EU Directives adopted under the Financial Services Action Plan. The text covers key case law such Bhullar v Bhullar on corporate opportunity, Item Software v Fassihi on confl ict of duty and Re Spectrum Plus on charges over book debts.
Contents
Part 1: Introductory
Types and functions of Companies
Advantages and Disadvantages of Incorporation
Sources of Company Law and the Company’s Constitution
Formation Procedures
Promoters
Overseas Companies, Community Law and Jurisdictional Migration
Part 2: Separate Legal Personality and Limited Liability
Corporate Actions
Limited Liability and Lifting the Veil at Common Law
Statutory Exceptions to Limited Liability
Disqualification of Directors
The Raising of Capital
Capital Maintenance
Capital and Dividends
Part 3: Corporate Governance
The Board: Functions, Appointment and Removal, and Structure
Shareholder Decision Making
Directors’ Duties
The Enforcement of Directors’ Duties
Breach of Corporate Duties: Administrative Remedies
Part 4: Corporate Governance – Majority and Minority Shareholders
Controlling Members’ Voting
Unfair Prejudice
Part 5: Public Information about the Company
Publicity and Accounts
Audits and Auditors
Disclosure and Market Transparency
Part 6: Equity Finance
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