1. Introduction

2016 ◽  
Author(s):  
Derek French ◽  
Stephen W. Mayson ◽  
Christopher L. Ryan
Keyword(s):  
Case Law ◽  
Company Law ◽  
Private Companies ◽  
Public And Private ◽  
Legal Proceedings ◽  
Sole Proprietorship ◽  
Legal Forms ◽  
Transparency And Disclosure ◽  
And Control ◽  
A Company

Overview of the work’s contents: overview of English company law, the context in which it has developed, its purpose and history, controversy over company law and its fundamental nature. Introduces the idea of a company as a separate, artificial person capable of owning property, being a party to contracts, and being a claimant or defendant in legal proceedings. Discusses other main themes that recur in the book, including ownership and control of a company and corporate governance, corporate finance, transparency and disclosure, the distinction between public and private companies, and picking up the pieces after things go wrong. Deals with the nature of corporations in general and companies in particular; differences between incorporated companies and two other legal forms used by businesses, partnership, and sole proprietorship; the sources of company law in statute, case law, and European law; and the purposes company law should serve.

1. Introduction

2017 ◽  
Author(s):  
Derek French
Keyword(s):  
Company Law ◽  
European Law ◽  
Private Companies ◽  
Public And Private ◽  
Legal Proceedings ◽  
Sole Proprietorship ◽  
Legal Forms ◽  
Transparency And Disclosure ◽  
And Control ◽  
A Company

This chapter provides an overview of the work’s contents: overview of English company law, the context in which it has developed, its purpose and history, controversy over company law and its fundamental nature. Introduces the idea of a company as a separate, artificial person capable of owning property, being a party to contracts, and being a claimant or defendant in legal proceedings. Discusses other main themes that recur in the book, including ownership and control of a company and corporate governance, corporate finance, transparency and disclosure, the distinction between public and private companies, and picking up the pieces after things go wrong. Deals with the nature of corporations in general and companies in particular; differences between incorporated companies and two other legal forms used by businesses, partnership, and sole proprietorship; the sources of company law in statute, case law, and European law; and the purposes company law should serve.

1. Overview

2019 ◽  
pp. 3-9 ◽  
Author(s):  
Derek French
Keyword(s):  
Company Law ◽  
Legal Person ◽  
Legal Proceedings ◽  
Basic Ideas ◽  
A Company

This chapter provides an overview of the work’s contents. It introduces the basic ideas of company law. A company is an artificial legal person capable of owning property, being a party to contracts, and being a claimant or defendant in legal proceedings. A company is created by registration at Companies House under the Companies Act 2006. A company is both an association of members (shareholders) and a person separate from its members. Members are not liable for the company’s debts. Members are only liable to make an agreed capital contribution in return for their shares. Members appoint directors to manage the company’s business and represent the company. Every company must have articles of association which set out the company’s constitution.

14. Shareholders

2017 ◽  
Author(s):  
Derek French
Keyword(s):  
Decision Making ◽  
Company Law ◽  
Annual General ◽  
Private Companies ◽  
Holding Company ◽  
Wholly Owned Subsidiary ◽  
Mandatory Rules ◽  
Class Rights ◽  
A Company ◽  
The Way

This chapter focuses on the members or shareholders of a company and the way in which they take decisions on the company’s affairs by written resolution using a statutory procedure. It begins by considering the rules which determine who is a member of a company and the information on the members which a company must record. It then describes the mandatory rules of company law that allow members to participate in decision-making with regards to a company’s affairs; members’ class rights and the alteration of such rights; and the definitions of holding company, subsidiary and wholly owned subsidiary. Relevant provisions of the Companies Act 2006 governing written resolutions of private companies, meetings and annual general meetings, voting, adjournment of meetings and authorisation of political donations by companies are also discussed. The chapter analyses a number of particularly significant cases.

3. Incorporation

Company Law ◽  
2019 ◽  
pp. 51-76
Author(s):  
Lee Roach
Keyword(s):  
General Rule ◽  
Private Companies ◽  
Public And Private ◽  
Unfair Advantage ◽  
Secretary Of State ◽  
Different Types ◽  
Royal Charter ◽  
A Company

This chapter examines the various ways by which a company can be created and the different types of company that can be created. The process of creating a company is known as ‘incorporation’. There are four principal methods of incorporating a company: by royal charter; by Act of Parliament; by delegated authority; or by registration. The general rule is that the Companies Act 2006 (CA 2006) only applies to registered companies. However, in order to prevent unregistered companies being under-regulated and having an unfair advantage over registered companies, the CA 2006 provides that the Secretary of State may pass regulations that set out how the CA 2006 is applied to unregistered companies. There are a number of different company types that can suit a wide array of businesses. These include public and private companies. Companies can change their status by a process called re-registration.

9. Share Capital

2020 ◽  
pp. 163-178
Author(s):  
Imogen Moore
Keyword(s):  
Financial Assistance ◽  
Capital Maintenance ◽  
Private Companies ◽  
Public And Private ◽  
Share Capital ◽  
Statutory Law ◽  
Questions And Answers ◽  
The Law ◽  
A Company

The Concentrate Questions and Answers series offers the best preparation for tackling exam questions and coursework. Each book includes typical questions, suggested answers with commentary, illustrative diagrams, guidance on how to develop your answer, suggestions for further reading, and advice on exams and coursework. This chapter examines the law on share capital for public and private companies. The doctrine of capital maintenance ensures that the company has raised the capital it claims to have raised; and that the capital is not subsequently returned, directly or indirectly, to the shareholders. There is a great deal of (mainly statutory) law surrounding this doctrine This chapter considers the capital maintenance doctrine itself and many related topics, including: the issue of shares for non-cash consideration, issue of shares at a discount, reduction of capital, purchase of a company’s own shares, redeemable shares, payment of dividends, and financial assistance by a company for the purchase of its own shares.

2. Companies and Corporate Personality

2020 ◽  
pp. 4-32
Author(s):  
Imogen Moore
Keyword(s):  
Limited Liability ◽  
Legal Person ◽  
Public And Private ◽  
Questions And Answers ◽  
The Veil ◽  
Legal Forms ◽  
The Uk ◽  
A Company ◽  
Corporate Personality

The Concentrate Questions and Answers series offers the best preparation for tackling exam questions and coursework. Each book includes typical questions, suggested answers with commentary, illustrative diagrams, guidance on how to develop your answer, suggestions for further reading, and advice on exams and coursework. This chapter considers the main legal forms used for businesses in the UK—particularly sole traders, general partnerships, limited liability partnerships (LLPs), and companies (public and private). It then examines how registered companies limited by shares come into existence. On registration a company becomes a legal person, separate from its shareholders and directors. This chapter explores this ‘corporate personality’ and the popular topic of when the ‘veil of incorporation’ can be lifted or pierced by statute or the courts.

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.

Protection of shareholders class rights in company law

2021 ◽  
Vol ahead-of-print (ahead-of-print) ◽  
Author(s):  
Anthony Nwafor
Keyword(s):  
South African ◽  
Case Law ◽  
Company Law ◽  
The South ◽  
Content Type ◽  
The Law ◽  
The Uk ◽  
Class Rights ◽  
A Company ◽  
Business Challenges

Purpose A company that is registered with share capital may issue different classes of shares and may confer rights on members, which place them in different classes in the company’s organisational structure. This paper is concerned with the propensity for encroachment on such vested class rights as companies strive to wriggle out of business challenges spawn by the COVID-19 pandemic. The purpose of this study is to ascertain the extent of protection that the law accords to the different classes of shareholders and members in a company especially when the company seeks to vary the vested class rights. Design/methodology/approach A doctrinal methodology, which relies on existing literature, case law and statutory instruments, is adopted to explore the nature of class rights and the adequacies of the remedial measures availed by statute to the aggrieved bearers of class rights in the context of the South African Companies Act 71 of 2008 with inferences drawn from the UK companies statute and case law. Findings The findings indicate that accessing the remedies available to aggrieved shareholders under the relevant statutory provisions are fraught with conditionality, which could make them elusive to those who may seek to rely on such provisions to vindicate any encroachment on their class rights. Practical implications The paper embodies cogent information on the interpretation and application of the relevant statutory provisions geared at the protection of shareholders class rights, which should serve as guides to companies and the courts in dealing with matters that affect the vested class rights of shareholders and members of a company. Originality/value The paper shows that protections offered to classes of shareholders under the law can also be extended to classes of members who are not necessarily shareholders, and that shareholders who seek to vindicate their class rights may conveniently rely on Section 163 that provides for unfair prejudice remedy to avoid the onerous conditions under Section 164 of the South African Companies Act 71 of 2008, which directly deals with class rights.

1. Introduction to company law

Company Law ◽  
2020 ◽  
pp. 3-13
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.

14. Shareholders

2016 ◽  
Author(s):  
Derek French ◽  
Stephen W. Mayson ◽  
Christopher L. Ryan
Keyword(s):  
Decision Making ◽  
Company Law ◽  
Annual General ◽  
Private Companies ◽  
Holding Company ◽  
Mandatory Rules ◽  
Class Rights ◽  
A Company ◽  
The Way

This chapter focuses on the members or shareholders of a company and the way in which they take decisions on the company’s affairs by written resolution using a statutory procedure. It begins by considering the rules which determine who is a member of a company and the information on the members which a company must record. It then describes the mandatory rules of company law that allow members to participate in decision making with regards to a company’s affairs; members’ class rights and the alteration of such rights; and the definitions of holding company, subsidiary, and whollyowned subsidiary. Relevant provisions of the Companies Act 2006 governing written resolutions of private companies, meetings and annual general meetings, voting, adjournment of meetings, and authorisation of political donations by companies are also discussed. The chapter analyses a number of particularly significant cases.

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