2. Who makes company law and what is it for?

2021 ◽  
pp. 10-32
Author(s):  
Derek French
Keyword(s):  
Corporate Governance ◽  
Case Law ◽  
Company Law ◽  
Business Enterprise ◽  
Public Interests ◽  
Eu Legislation ◽  
Corporate Governance Code ◽  
Mandatory Rules ◽  
The Uk

This chapter discusses the sources and purposes of company law. Legislation is the most important source of company law. The effect of EU legislation on UK law is explained, including retained EU Regulations which continue in force despite Brexit. Litigation concerning companies has generated a vast quantity of case law. There are other rules such as the UK Corporate Governance Code and there are practitioner texts and academic articles and books in abundance. There is a discussion of the purpose of company law which notes that its most significant purpose must be to facilitate business, but there is argument over whether mandatory rules of company law are the best way to encourage business enterprise. This leads to the discussion of whether companies should only serve the interests of their members (the shareholder-centred view of the company) or whether wider public interests must be considered.

2. Who makes company law and what is it for?

2018 ◽  
Author(s):  
Derek French
Keyword(s):  
Corporate Governance ◽  
Case Law ◽  
Company Law ◽  
Business Enterprise ◽  
Public Interests ◽  
Corporate Governance Code ◽  
Mandatory Rules ◽  
The Uk

This chapter discusses the sources and purposes of company law. Legislation is the most important source of company law. There is EU as well as UK legislation, but this is subject to Brexit. Litigation concerning companies has generated a vast quantity of case law. There are other rules such as the UK Corporate Governance Code and there are practitioner texts and academic articles and books in abundance. There is a discussion of the purpose of company law which notes that its most significant purpose must be to facilitate business, but there is argument over whether mandatory rules of company law are the best way to encourage business enterprise. This leads to the discussion of whether companies should only serve the interests of their members (the shareholder-centred view of the company) or whether wider public interests must be considered.

2. Who makes company law and what is it for?

2019 ◽  
pp. 10-36
Author(s):  
Derek French
Keyword(s):  
Corporate Governance ◽  
Case Law ◽  
Company Law ◽  
Business Enterprise ◽  
Public Interests ◽  
Corporate Governance Code ◽  
Mandatory Rules ◽  
The Uk

This chapter discusses the sources and purposes of company law. Legislation is the most important source of company law. There is EU as well as UK legislation, but this is subject to Brexit. Litigation concerning companies has generated a vast quantity of case law. There are other rules such as the UK Corporate Governance Code and there are practitioner texts and academic articles and books in abundance. There is a discussion of the purpose of company law which notes that its most significant purpose must be to facilitate business, but there is argument over whether mandatory rules of company law are the best way to encourage business enterprise. This leads to the discussion of whether companies should only serve the interests of their members (the shareholder-centred view of the company) or whether wider public interests must be considered.

Company Law

2020 ◽  
Author(s):  
Alan Dignam ◽  
John Lowry
Keyword(s):  
Corporate Governance ◽  
Case Law ◽  
Company Law ◽  
Private Companies ◽  
Corporate Governance Code ◽  
The Core ◽  
The Subject ◽  
The Uk ◽  
Complex Subject

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. Company Law provides an account of the key principles of this area of law. It aims to demystify this complex subject. Chapter introductions provide summaries of various aspects of company law and further reading provide the tools for further research and study. This volume includes coverage of new case law such as Rossendale BC v Hurstwood Properties (A) Ltd [2019] EWCA Civ 364; BTI 2014 LLC v Sequana SA [2019] EWCA Civ 112; Global Corporate Ltd v Hale [2018] EWCA Civ 2618; Parr v Keystone Healthcare Ltd [2019] EWCA Civ 1246; Sevilleja Garcia v Marex Financial Ltd [2018] EWCA Civ 1468; and Re Sprintroom Ltd; Prescott v Potamianos [2019] EWCA Civ 932. On corporate governance the latest developments surrounding the UK Corporate Governance Code and Stewardship Developments 2020 together with Wates Corporate Governance Principles for Large Private Companies are discussed.

2. Sources of company law and corporate governance

Company Law ◽  
2019 ◽  
pp. 20-48
Author(s):  
Lee Roach
Keyword(s):  
Corporate Governance ◽  
Human Rights ◽  
Best Practice ◽  
Case Law ◽  
Company Law ◽  
Human Rights Law ◽  
Corporate Governance Code ◽  
Practice Recommendations ◽  
The Uk ◽  
Standard Terms

This chapter discusses the various sources of company law and corporate governance. The main sources of company law are legislation, case law, the constitution of the company, contract, EU law, and human rights law. Legislation is the principal form of UK company law, with the Companies Act 2006 being the most important piece of company law legislation. However, companies are, to a degree, permitted to create their own internal rules through their constitution. Companies can also create their own law by drafting their own standard terms for use in contracts. Meanwhile, corporate governance best practice recommendations are found in a series of reports and codes, with the two principal codes being the UK Corporate Governance Code and the UK Stewardship Code. Both codes operate on a comply-or-explain basis, under which certain persons must comply with the code or explain their reasons for non-compliance.

Company Law Concentrate

2016 ◽  
Author(s):  
Lee Roach
Keyword(s):  
Corporate Governance ◽  
Small Business ◽  
Gender Diversity ◽  
Case Law ◽  
Company Law ◽  
Business Enterprise ◽  
Fourth Edition ◽  
Capital Maintenance ◽  
Essential Information ◽  
Business Structures

EachConcentraterevision guide is packed with essential information, key cases, revision tips, exam Q&As, and more.Concentratesshow you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks.Company Law Concentratehelps readers to consolidate knowledge in this area of law. This fourth edition includes updated coverage of relevant reforms introduced by the Small Business, Enterprise and Employment Act 2015; updated coverage of gender diversity in the boardroom; and notable case law developments, such asEclairs Group Ltd v JKX Oil & Gas plc[2015], andJetivia SA v Bilta (UK) Ltd[2015]. Chapters examine business structures, promotion, incorporation, and the constitution of the company. The text also looks at directors, members, corporate governance, and capital maintenance issues. Finally it looks at members’ remedies and insolvency.

Company Law Concentrate

2018 ◽  
Author(s):  
Lee Roach
Keyword(s):  
Corporate Governance ◽  
Case Law ◽  
Company Law ◽  
Capital Maintenance ◽  
Essential Information ◽  
Company Directors ◽  
Royal Dutch Shell ◽  
Business Structures ◽  
The Uk ◽  
Corporate Rescue

Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. Company Law Concentrate helps readers to consolidate knowledge in this area of law. This fifth edition includes coverage of the government’s corporate governance review, proposed updates to the UK Corporate Governance Code and the UK Stewardship Code, developments regarding unlisted companies and corporate governance, and notable case law developments, such as His Royal Highness Okpabi v Royal Dutch Shell plc [2018] and Re Sherlock Holmes International Society Ltd [2016]. Chapters examine business structures, incorporation, the constitution of the company, directors, members, corporate governance, capital and capital maintenance issues, members’ remedies, and corporate rescue and liquidation.

Current Practices of Saudi Shareholder’s Rights: A Case for Reform

2013 ◽  
Vol 27 (3) ◽  
pp. 231-257
Author(s):  
Faleh Salem al-Kahtani
Keyword(s):  
Corporate Governance ◽  
Company Law ◽  
Governance System ◽  
Corporate Governance Code ◽  
Oecd Principles ◽  
Corporate Governance System ◽  
The Uk ◽  
Current Practices

Abstract This article will analyse Saudi shareholder’s rights, in particular by focusing on the legitimate articles of the Corporate Governance Code (hereinafter CGC), Company Law (hereinafter CL) and law cases related to shareholder’s rights. Analytical and comparative approaches are employed, examining the OECD principles of corporate governance and the UK Companies Act provisions with a view to reforming shareholder’s rights in the Saudi corporate governance system. In addition, shareholder’s rights are divided into financial and administrative rights. Thereafter, a number of recommendations are made regarding shareholder’s rights in the Saudi context.

Company Law Concentrate

2020 ◽  
Author(s):  
Lee Roach
Keyword(s):  
Corporate Governance ◽  
Case Law ◽  
Company Law ◽  
Capital Maintenance ◽  
Essential Information ◽  
Sixth Edition ◽  
Company Directors ◽  
Business Structures ◽  
The Uk ◽  
Corporate Rescue

Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. Company Law Concentrate helps readers to consolidate knowledge in this area of law. This sixth edition has been fully updated and includes coverage of the 2018 UK Corporate Governance Code, the Wates Corporate Governance Principles, the UK Stewardship Code 2020, the Companies (Miscellaneous Reporting) Regulations 2018, and the reforms proposed following the consultation on insolvency and corporate governance. Case law updates include BAT Industries plc v Sequana SA [2019], Burnden Holdings (UK) Ltd v Fielding [2019], Popely v Popely [2019], and Vedanta Resources plc v Lungowe [2019]. Chapters examine business structures, incorporation, the constitution of the company, directors, members, corporate governance, capital and capital maintenance issues, members’ remedies, and corporate rescue and liquidation.

2. The framework of company law

2021 ◽  
pp. 20-34
Author(s):  
Brenda Hannigan
Keyword(s):  
Corporate Governance ◽  
Case Law ◽  
Company Law ◽  
Freedom Of Establishment ◽  
European Company ◽  
Corporate Reporting ◽  
The Uk ◽  
The Impact

This chapter outlines the statutory framework of company law and the reforms put forward by the Company Law Review which were implemented by the Companies Act 2006 (CA 2006). Registered companies in the UK are governed by the CA 2006 and its predecessors. The remainder of the chapter covers the European framework of company law considering the harmonisation programme, simplification measures, and the modernisation Directives. The chapter outlines the impact of EU initiatives in areas such as corporate reporting, corporate governance, restructuring, and mobility. Freedom of establishment for companies is discussed with the relevant ECJ case law. A brief discussion of the European Company is included.

scholarly journals From Cadbury to Kay: discourse, intertextuality and the evolution of UK corporate governance

2018 ◽  
Vol 31 (5) ◽  
pp. 1542-1562 ◽  
Author(s):  
Michael Price ◽  
Charles Harvey ◽  
Mairi Maclean ◽  
David Campbell
Keyword(s):  
Corporate Governance ◽  
Critical Discourse Analysis ◽  
Critical Discourse ◽  
Governance Reform ◽  
Content Type ◽  
Main Research ◽  
Corporate Governance Code ◽  
Set Up ◽  
The Uk ◽  
Canonical Texts

PurposeThe purpose of this paper is to answer two main research questions. First, the authors ask the degree to which the UK corporate governance code has changed in response to both systemic perturbations and the subsequent enquiries established to recommend solutions to perceived shortcomings. Second, the authors ask how the solutions proposed in these landmark governance texts might be explained.Design/methodology/approachThe authors take a critical discourse approach to develop and apply a discourse model of corporate governance reform. The authors draw together data on popular, corporate-political and technocratic discourses on corporate governance in the UK and analyse these data using content analysis and the historical discourse approach.FindingsThe UK corporate governance code has changed little despite periodic crises and the enquiries set up to investigate and make recommendation. Institutional stasis, the authors find, is the product of discourse capture and control by elite corporate actors aided by political allies who inhabit the same elite habitus. Review group members draw intertextually on prior technocratic discourse to create new canonical texts that bear the hallmarks of their predecessors. Light touch regulation by corporate insiders thus remains the UK approach.Originality/valueThis is one of the first applications of critical discourse analysis in the accounting literature and the first to have conducted a discursive analysis of corporate governance reports in the UK. The authors present an original model of discourse transitions to explain how systemic challenges are dissipated.

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