8. The constitution of the company: dealing with insiders

2016 ◽  
Author(s):  
Alan Dignam ◽  
John Lowry
Keyword(s):  
Company Law ◽  
The Core ◽  
Steering Group ◽  
The Subject ◽  
Corporate Theory ◽  
The Law

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter discusses the constitution of the company, with emphasis on the articles of association. It first outlines the operation of the memorandum and the articles before turning to the law surrounding the contract of membership under s 33 of the Companies Act 2006. It then considers some elements of corporate theory in relation to the articles of association, contract between the company and the members, contract between the members, the question of who is entitled to sue to enforce the s 33 contract, and the issue of outsider rights with respect to the s 33 contract. The chapter also looks at the reforms proposed by the Company Law Review Steering Group for the Companies Act 2006 and concludes by analysing the effects of shareholder agreements on the statutory obligation of the company.

8. The constitution of the company: dealing with insiders

2018 ◽  
Author(s):  
Alan Dignam ◽  
John Lowry
Keyword(s):  
Company Law ◽  
The Core ◽  
Steering Group ◽  
The Subject ◽  
Corporate Theory ◽  
The Law

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter discusses the constitution of the company, with emphasis on the articles of association. It first outlines the operation of the memorandum and the articles before turning to the law surrounding the contract of membership under s 33 of the Companies Act 2006. It then considers some elements of corporate theory in relation to the articles of association, contract between the company and the members, contract between the members, the question of who is entitled to sue to enforce the s 33 contract, and the issue of outsider rights with respect to the s 33 contract. The chapter also looks at the reforms proposed by the Company Law Review Steering Group for the Companies Act 2006 and concludes by analysing the effects of shareholder agreements on the statutory obligation of the company.

8. The constitution of the company: dealing with insiders

Company Law ◽  
2020 ◽  
pp. 144-163
Author(s):  
Alan Dignam ◽  
John Lowry
Keyword(s):  
Company Law ◽  
The Core ◽  
Steering Group ◽  
The Subject ◽  
Corporate Theory ◽  
The Law

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter discusses the constitution of the company, with emphasis on the articles of association. It first outlines the operation of the memorandum and the articles before turning to the law surrounding the contract of membership under s 33 of the Companies Act 2006. It then considers some elements of corporate theory in relation to the articles of association, contract between the company and the members, contract between the members, the question of who is entitled to sue to enforce the s 33 contract, and the issue of outsider rights with respect to the s 33 contract. The chapter also looks at the historical reforms proposed by the Company Law Review Steering Group for the Companies Act 2006 and concludes by analysing the effects of shareholder agreements on the statutory obligation of the company.

1. The historical origins of the trust

2019 ◽  
pp. 1-13
Author(s):  
JE Penner
Keyword(s):  
Common Law ◽  
The Core ◽  
Administrative Power ◽  
The Subject ◽  
The Common ◽  
The Law ◽  
The Relationship ◽  
Historical Origins

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter traces the historical roots of the trust. The law of trusts is the offspring of a certain English legal creature known as ‘equity’. Equity arose out of the administrative power of the medieval Chancellor, who was at the time the King’s most powerful minister. The nature of equity’s jurisdiction and its ability to provide remedies unavailable at common law, the relationship between equity and the common law and the ‘fusion’ of law and equity, and equity’s creation of the use, and then the trust, are discussed.

Evidence

2017 ◽  
Author(s):  
Roderick Munday
Keyword(s):  
Burden Of Proof ◽  
Expert Evidence ◽  
The Core ◽  
The Subject ◽  
The Law ◽  
Book Covers ◽  
Law Of Evidence ◽  
The Ideal

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. Written by leading academics and renowned for their clarity, these concise texts explain the intellectual challenges of each area of the law. Evidence provides students with a succinct yet thought-provoking introduction to all of the key areas covered on undergraduate law of evidence courses. Vibrant and engaging, the book sets out to demystify a traditionally intimidating area of law. Probing analysis of the issues, both historical and current, ensures that the text contains a thorough exploration of the ‘core’ of the subject. The book covers: the relevance and admissibility of evidence; presumptions and the burden of proof; witnesses: competence, compellability and various privileges; the course of the trial; witnesses’ previous consistent statements and the remnants of the rule against narrative; character and credibility; evidence of the defendant’s bad character; the opinion rule and the presentation of expert evidence; the rule against hearsay; confessions; drawing adverse inferences from a defendant’s omissions, lies or false alibis; and identification evidence. A clearly structured introduction, this is the ideal text for any student who may find evidence a somewhat forbidding subject.

1. Introduction to company law

2018 ◽  
Author(s):  
Alan Dignam ◽  
John Lowry
Keyword(s):  
Company Law ◽  
Comparative Perspective ◽  
Organisational Structure ◽  
Private Companies ◽  
Public Companies ◽  
Business Organisation ◽  
The Core ◽  
The Subject ◽  
A Company

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter presents an overview of company law, first by considering the company’s place within the various forms of business organisation. To get some comparative perspective on the relative merits of each type of organisation, three criteria for judging them are discussed: whether the form of business organisation facilitates investment in the business, mitigates or minimises the risk involved in the business venture, and whether it provides a clear organisational structure. Using these criteria, three forms of business organisation are analysed: the sole trader, a partnership, or a registered company. The chapter also explains the importance of the memorandum as part of the company’s constitution, as well as the distinction between private companies and public companies. Finally, it outlines the benefits of forming a company as opposed to the sole trader or a partnership.

1. What is tort?

2013 ◽  
Author(s):  
Steve Hedley ◽  
Nicola Padfield
Keyword(s):  
The Core ◽  
The Subject ◽  
The Law

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter begins with an overview of the law of tort, covering its definition, types of misconduct, types of injury, and its main functions. It then introduces the two major institutions of the law of tort: the tort of negligence and the role played by statute law.

8. Protection of reputation

2013 ◽  
Author(s):  
Steve Hedley ◽  
Nicola Padfield
Keyword(s):  
The Core ◽  
The Subject ◽  
The Law

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter examines tort for the protection of reputation. Reputation is protected principally by the tort of defamation. Defamation is almost unique among the torts: it is very often heard before a judge and jury, rather than a judge alone. The role of the jury is to determine matters of fact and to determine the level of damages. The chapter discusses liability; remedies; absolute defences; qualified defences; other torts protecting reputation; and reform of the law.

15. Corporate governance 1: corporate governance and corporate theory

2016 ◽  
Author(s):  
Alan Dignam ◽  
John Lowry
Keyword(s):  
Corporate Governance ◽  
Corporate Law ◽  
Economic Theories ◽  
The Core ◽  
The Subject ◽  
Corporate Theory ◽  
History And Theory

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter looks at history and theory associated with corporate governance. It first considers Berle and Means’ concern about the separation of ownership from control, particularly managers’ lack of accountability not only to investors but also to society in general. It then traces the emergence of the Berle and Means corporation and examines major influences on corporate theory, citing concession theory, fiction theory, corporate realism, and aggregate theory. It also discusses economic theories that have influenced scholarship on corporate law.

Business Law

2018 ◽  
Author(s):  
James Marson ◽  
Katy Ferris
Keyword(s):  
Human Rights ◽  
Economic Loss ◽  
Company Law ◽  
Legislative Process ◽  
Eu Law ◽  
Business Law ◽  
Business World ◽  
The Subject ◽  
The Law ◽  
Contractual Obligations

Business Law provides an introduction to the subject. Packed with up-to-date and relevant examples, it demonstrates the real applicability of the law to the business world. The book contains a number of parts. After an introduction about studying the law, the first part covers the English legal system, the constitution, EU law, and human rights. This comprises important issues including statutory interpretation and the legislative process, and court structures. The next part considers contractual obligations. Here terms, contractual capacity, mistake, misrepresentation, duress, contractual terms, regulations, and remedies for breach are included. It continues with tortious liability and describes issues of negligence, nuisance, economic loss, psychiatric injury, and statutory duties. This is followed by an examination of company law. The part that comes next is about employment. Finally, intellectual property issues are considered.

9. Parties, and liability for others

2013 ◽  
Author(s):  
Steve Hedley ◽  
Nicola Padfield
Keyword(s):  
The Core ◽  
The Subject ◽  
The Law

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter discusses liability for torts committed by others. The defendant may be liable for torts committed by others in a number of situations. These situations include: where the defendant’s employee commits a tort; where the defendant was under a duty to prevent others committing torts; and where the defendant’s duty was non-delegable. Where a number of different people are responsible for the same damage, then as between themselves, the law may make a rough apportionment of blame. But each one of them is liable to the claimant for the whole of the loss.

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