OXFORD UNIVERSITY PRESS

Company Meetings and Resolutions: Law, Practice, and Procedure (2nd edition)

参考価格(税込): 
著者: 
Leslie Kosmin; Catherine Roberts
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刊行日
2013年02月
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This new edition is the only work solely dedicated to the law of company meetings of solvent public and private companies. The new edition is written by an author team of great authority who have specialized in Company Law throughout their careers. The second edition brings the analysis of the law on company meetings and resolutions up to date following the coming into force of all provisions under the Companies Act 2006 (CA 06). This includes in particular the amendments made to existing legislation by the Companies (Shareholders Rights) Regulations 2009 concerning the expanded rights of shareholders in relation to meetings of traded companies. Since the publication of the first edition there have been seventeen new legislative provisions inserted into CA 06, Pt 13 which are now analysed in the text. In addition, a new chapter has been included to provide analysis and interpretation on the final version of the 2006 Model Articles. Although the work is mainly organized by topic (e.g. written resolutions of private companies, notice of meetings, circulas, quorum, proxies, and corporate representatives, the role of the chairman, minutes), a section-by-section commentary is included together with the text of CA 06, Pt 13, the part of the CA 06 which relates specifically to the law of company meetings and resolutions. The inclusion of this section provides readers with very detailed interpretation of the meaning of the legislation making the book a comprehensive and invaluable reference source. This book is the leading authority on the law of company meetings and resolutions and all practitioners advising on this topic will find this an invaluable tool for desk research as well as a handy companion at company meetings.

目次: 

PART IA - MEETINGS OF MEMBERS
1. The Concept of a Meeting and Quorum
2. Notice of Meetings of Members
3. Circulars to Members and Members' Statements
4. The Annual General Meeting
5. Meetings Requested by Members
6. Meeting of Members Ordered by the Court
7. Role of the Chairman
8. Proxies and Corporate Representatives
9. Voting
10. Exercise of Members' Rights
11. Resolutions and Amendments
12. Adjournment
13. Class Meetings and Class Consents
14. Meetings for the Purpose of Schemes of Arrangement
PART IB - WRITTEN RESOLUTIONS AND THE DUOMATIC PRINCIPLE
15. Written Resolutions of Private Companies
16. Informal Decisions and the Duomatic Principle
PART IC - MINUTES
17. Minutes of General Meetings and Decisions of Members
PART 1D - COMPANY COMMUNICATIONS
18. The Company Communication Provisions including Electronic Communications
PART II - MEETINGS OF DIRECTORS
19. Introduction to Directors' Meetings and Directors' Duties
20. Notice, Agenda, and Quorum for Meetings of Directors
21. The Role of the Chairman at the Meetings of Directors
22. Minutes of Meetings of Directors
PART III - COMMENTARY ON THE PROVISIONS OF THE COMPANIES ACT 2006, PART 13, SECTIONS 281 TO 361
23. Commentary on the Provisions of the Companies Act 2006, Part 13, Sections 281 to 361
PART IV - ANNOTATION OF 1985 TABLE A REGULATIONS RELATING TO MEETINGS OF MEMBERS AND PROCEEDINGS OF DIRECTORS
24. Annotation of 1985 Table A Regulations relating to Meetings of Members and Proceedings of Directors
PART V - COMMENTARY ON THE COMPANIES ACT 2006 MODEL ARTICLES RELATING TO MEETINGS AND DECISIONS OF MEMBERS AND PROCEEDINGS AND DECISIONS OF DIRECTORS
25. Commentary on the Companies Act 2006 Model Articles

著者について: 

Leslie Kosmin QC has been a barrister in practice in the field of Company Law at Erskine Chambers from 1977 - 2011. He was called to the Bar in 1976 and was appointed Queen's Counsel in 1994. He is Deputy High Court Judge and Master of the Bench of the Middle Temple. He will lead the teaching of a module on company litigation as part of the Masters in Corporate Law programme in 2012-13 at the University of Cambridge Faculty of Law.; Catherine Roberts is a barrister at Erskine Chambers specialising in company law litigation and advice, corporate finance, financial services, and insolvency. She studied law at the University of Cambridge and was called to the Bar in 1986, a year after which she joined Erskine Chambers.

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