18. Company Law III

2019 ◽  
pp. 507-532
Author(s):  
Lucy Jones
Keyword(s):  
Company Law ◽  
Minority Shareholders ◽  
Market Abuse ◽  
Different Types ◽  
Insider Dealing ◽  
The Difference ◽  
A Company

This chapter discusses the different types of company meetings and how meetings are convened and managed. It examines the different types of resolutions that may be made by shareholders both at meetings and outside meetings, and the rights of shareholders to propose their own resolutions. It explains the difference between voting by a show of hands and voting by poll. It considers the protection given by law to minority shareholders. It discusses the meaning of insider dealing and market abuse and the penalties they attract. The chapter concludes with a discussion of methods by which a company can be wound up and the meaning of wrongful and fraudulent trading.

18. Company Law III Company Meetings, Shareholder Protection, and Liquidation of Companies

2017 ◽  
Author(s):  
Lucy Jones
Keyword(s):  
Company Law ◽  
Minority Shareholders ◽  
Market Abuse ◽  
Shareholder Protection ◽  
Different Types ◽  
Insider Dealing ◽  
The Difference ◽  
A Company

This chapter discusses the different types of company meetings and how meetings are convened and managed. It examines the different types of resolutions that may be made by shareholders both at meetings and outside meetings, and the rights of shareholders to propose their own resolutions. It explains the difference between voting by a show of hands and voting by poll. It considers the protection given by law to minority shareholders. It discusses the meaning of insider dealing and market abuse and the penalties they attract. The chapter concludes with a discussion of methods by which a company can be wound up and the meaning of wrongful and fraudulent trading.

Mayson, French & Ryan on Company Law

2021 ◽  
Author(s):  
Derek French
Keyword(s):  
Company Law ◽  
Technical Detail ◽  
Market Abuse ◽  
A Company

Mayson, French & Ryan on Company Law looks at all aspects of current UK company law. The 37th edition continues the tradition of providing accurate technical detail, examination of theory, and quotations from key cases. The volume starts with an overview of the topic. Next it looks at the establishment of companies. It moves on to consider finance which includes an examination of shares, accounts, loans, market abuse, capital and borrowing. The next part of the text considers governance. It looks at shareholders, directors, duties of directors, company secretaries and auditors, remedies and acting for a company. The last part of the text examines insolvency and liquidation.

Majority and Minority Shareholders

2020 ◽  
pp. 119-174
Author(s):  
Paul Davies
Keyword(s):  
At Risk ◽  
High Risk ◽  
Small Group ◽  
Company Law ◽  
Minority Shareholders ◽  
Private Benefits ◽  
Controlling Shareholders ◽  
The Third ◽  
Wide Range ◽  
A Company

Where a company has a controlling or a small group of controlling shareholders, the non-controlling shareholders are at risk that the controllers will extract private benefits of control at the expense of the non-controllers. UK company law contains a wide range of techniques for addressing this issue, some more effective than others. This chapter begins by examining the various ways in which well-advised investors can contract for protection before they enter the company and how the law protects the agreements reached. The second part discusses rights to exit the company upon the occurrence of certain events. The third part discusses disclosure rights, designed to bring self-dealing transactions into the open. The fourth focuses on ways of structuring the board or shareholder body when the decision before it carries a high risk of self-dealing. The final part considers cases where the courts review the substantive fairness of the controllers’ conduct, notably, but not only, the provisions on ‘unfair prejudice.

5. Majority and Minority Shareholders

2020 ◽  
pp. 119-174
Author(s):  
Paul Davies
Keyword(s):  
At Risk ◽  
High Risk ◽  
Small Group ◽  
Company Law ◽  
Minority Shareholders ◽  
Private Benefits ◽  
Controlling Shareholders ◽  
The Third ◽  
Wide Range ◽  
A Company

Where a company has a controlling or a small group of controlling shareholders, the non-controlling shareholders are at risk that the controllers will extract private benefits of control at the expense of the non-controllers. UK company law contains a wide range of techniques for addressing this issue, some more effective than others. This chapter begins by examining the various ways in which well-advised investors can contract for protection before they enter the company and how the law protects the agreements reached. The second part discusses rights to exit the company upon the occurrence of certain events. The third part discusses disclosure rights, designed to bring self-dealing transactions into the open. The fourth focuses on ways of structuring the board or shareholder body when the decision before it carries a high risk of self-dealing. The final part considers cases where the courts review the substantive fairness of the controllers’ conduct, notably, but not only, the provisions on ‘unfair prejudice.

Mayson, French & Ryan on Company Law

2018 ◽  
Author(s):  
Derek French
Keyword(s):  
Company Law ◽  
Technical Detail ◽  
Market Abuse ◽  
A Company

Mayson, French & Ryan on Company Law looks at all aspects of current UK company law. The 35th edition continues the tradition of providing accurate technical detail, examination of theory and quotations from key cases. The volume starts with an overview of the topic. Next it looks at the establishment of companies. It moves on to consider finance which includes an examination of shares, accounts, loans, market abuse, capital and borrowing. The next part of the text considers governance. It looks at shareholders, directors, duties of directors, company secretaries and auditors, remedies and acting for a company. The last part of the text examines insolvency and liquidation.

Mayson, French & Ryan on Company Law

2017 ◽  
Author(s):  
Derek French
Keyword(s):  
Company Law ◽  
Technical Detail ◽  
Market Abuse ◽  
A Company

Mayson, French & Ryan on Company Law looks at all aspects of current UK company law. The 34th edition continues the tradition of providing accurate technical detail, examination of theory and quotations from key cases. The volume starts with an introduction to the topic. Next it looks at the area of establishment. It moves on to consider finance which includes an examination of shares, accounts, loans, market abuse, capital and borrowing. The next part of the text considers governance. It looks at shareholders, directors, duties of directors, corporate officers and promoters, remedies and acting for a company. The last section of the text examines insolvency and liquidation.

scholarly journals REGULATION OF MERGERS AND ACQUISITIONS IN TERMS OF THE SOUTH AFRICAN COMPANIES ACT 71 OF 2008: AN OVERVIEW

2020 ◽  
Vol 7 (1) ◽  
pp. 91-118
Author(s):  
M. Phakeng
Keyword(s):  
Mergers And Acquisitions ◽  
South African ◽  
Company Law ◽  
The South ◽  
Shareholder Protection ◽  
Different Types ◽  
New Type ◽  
A Company

The Companies Act 71 of 2008 (the 2008 Act) replaced the Companies Act No. 61 of 1973, effective 1 May 2011. The 2008 Act was aimed at keeping pace with developments in company law internationally. It is not intended to entirely replace the well-established principles and has largely retained the pre-existing South African company law. The mergers and acquisitions provisions are aimed at creating transparent, efficient, and simple procedures. Different types of mergers and acquisitions are clearly defined as “affected transactions” or “offers” in section 117. Section 118 provides for companies to which the provisions apply. The reasons for regulating these transactions and powers of the regulator – The Takeover Regulation Panel, have been reviewed, clarified, and improved. The previous section on disposal of all or greater part of assets or undertaking of a company has been re-written. The 2008 Act further introduces a new type of affected transaction in section 113, in the form of a “merger” or an “amalgamation.” The 2008 Act has retained the scheme of arrangement in section 114, but has changed its format by removing compulsory court application and approval. The courts get involved under certain prescribed circumstances. The 2008 Act has enhanced shareholder protection for fundamental transactions in the form of section 164 – Appraisal Rights and section 115, dealing with shareholder approval of fundamental transactions. Some scholars and practitioners have criticised certain provisions. However, in general, the provisions have received favourable commentary. They regarded as progressive and comparable with others internationally.

16. Company Law I

2019 ◽  
pp. 452-478
Author(s):  
Lucy Jones
Keyword(s):  
Company Law ◽  
Company Limited ◽  
Different Types ◽  
A Company

This chapter explains how companies limited by shares are formed and looks at the contents of companies’ constitutions. The discussions cover the role of promoters in setting up a company and the meaning of a company ‘off the shelf’. The chapter examines the steps and documentation necessary to register a new company limited by shares and the rules relating to a company’s name. It discusses the constitutional documents of a company and the rules relating to its constitution. The chapter concludes with a discussion of the financing of companies. It examines the different types of shares and the issuing of shares. It also considers debentures and charges.

Mayson, French & Ryan on Company Law

2019 ◽  
Author(s):  
Derek French
Keyword(s):  
Company Law ◽  
Technical Detail ◽  
Market Abuse ◽  
A Company

Mayson, French & Ryan on Company Law looks at all aspects of current UK company law. The 36th edition continues the tradition of providing accurate technical detail, examination of theory and quotations from key cases. The volume starts with an overview of the topic. Next it looks at the establishment of companies. It moves on to consider finance which includes an examination of shares, accounts, loans, market abuse, capital and borrowing. The next part of the text considers governance. It looks at shareholders, directors, duties of directors, company secretaries and auditors, remedies and acting for a company. The last part of the text examines insolvency and liquidation.

Redefining the Freedom of Establishment under EU Law as the Freedom to Choose the Applicable Company Law: A Discussion after the Judgment of the Court of Justice (Grand Chamber) of 25 October 2017 in Case C-106/16, Polbud

2018 ◽  
Vol 15 (2) ◽  
pp. 270-307 ◽  
Author(s):  
Ariel Mucha ◽  
Krzysztof Oplustil
Keyword(s):  
Limited Liability ◽  
Company Law ◽  
Eu Law ◽  
Minority Shareholders ◽  
Freedom Of Establishment ◽  
Legal Form ◽  
Court Of Justice ◽  
Registered Office ◽  
Grand Chamber ◽  
A Company

On 25 October 2017, the Court of Justice handed down a judgment in the Polbud case (C-106/16). This is the result of three preliminary questions raised by the Polish SC. The facts in the case concern the Polish private limited liability company which wanted to transfer its registered office to Luxembourg and to change its legal form. In general, the questions refer to two pertinent issues: first, if the national law providing for mandatory company’s liquidation in case of transferring the company’s seat abroad complies with the EU law, and second, if the so-called isolated cross-border conversion is covered by the freedom of establishment. With little doubt, the first question was answered in the negative. As to the second issue, the Court holds that it is not mandatory in the light of EU law for the company wishing to transfer its registered office and convert itself into a company governed by the law of another MS to establish an economic presence in that MS. It is likely that the Court of Justice’s findings will open another Pandora’s box with many unknown results, mainly concerning minority shareholders’ and creditors’ protection as well as further (un)desired liberalisation of the internal market.

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