Company Law brings clarity and sophisticated analysis to the ever-changing landscape of company law. Hannigan captures the dynamism of the subject, places the material in context, highlights its relevance and topicality, and guides students through all the major areas studied at undergraduate level.
The book is divided into five distinct sections covering corporate structure (including legal personality and constitutional issues), corporate governance (including directors' duties and liabilities), shareholders' rights and remedies (including powers of decision-making and shareholder engagement), corporate finance (including share and loan capital), and corporate rescue and restructuring (including liabilities arising on insolvency).
The author's accessible writing style and comprehensive approach to the subject makes this an idea textbook for students of company law.
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
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