ABSTRACT

The second edition of Critical Company Law provides a framework in which to understand how the company functions in society and a thorough grounding in modern legal doctrine. It shows how modern company law is shaped by a multi-layered history of politics, ideology, economics and power. Through the lens of political economic theory the book shows how the company becomes the mechanism through which the state makes political choices about distributing societies’ wealth and through which it responds to economic crises. The current law reflects an economy marked by a disjuncture between the low profits of the productive economy and the high profits of the finance economy. Critical Company Law examines areas of company law to show how they reflect a fragile economy inexorably drawn to social and economic inequality and short-termism.

These include:

• The Doctrine of Separate Corporate Personality

• Groups of Companies and Tort Liabilities

• Company Formation and the Constitution

• Directors’ Duties and Authority

• Corporate Capacity

• Shares and Shareholders

• Raising and Maintaining Capital

• Minority Protection

In this uniquely hybrid book the legal topics are treated with detail and clarity, providing an engaging introduction to the key topics required for a student of company law.

chapter |14 pages

Introduction

The framework for critical company law: state, politics, economy, law

chapter 3|21 pages

Multinational companies

Organizational structure, surplus extraction, tort and other controls

chapter 4|19 pages

Company formation and constitution

chapter 5|14 pages

Corporate capacity and the doctrine of ultra vires

Then, now and how it could be made to have social value

chapter 6|33 pages

Directors' duties

chapter 8|25 pages

Capital in context

Issues around shares, capital maintenance and value extraction