ABSTRACT

The Briefcase series is designed specifically with the time-pressed student in mind. It provides concise case summaries within each subject area of an undergraduate law degree, accompanied by relevant legislation. A handy reference tool, the book assists the reader to commit the content of each subject to memory.

This title covers the four main areas of company law: the constitution, formation and personality of a company; corporate governance; corporate finance; and insolvency and company charges.


The second edition has been updated to include recent important cases, including the House of Lords decision in

  • Johnson v Gore Wood - (minority shareholder action)
  • Phillips v Brewin Dolphin Bell Lawrie Ltd - (transactions at an undervalue)
  • O'Neill v Phillips - (unfair prejudicial conduct)
  • Williams v Natural Life Health Foods Ltd - (liability in negligence)
  • the Privy Council decision in Agnew v Commissioner of Inland Revenue - (company charges).

chapter 2|10 pages

Acts of the Company

chapter 3|4 pages

Formation of the Company

chapter 3|2 pages

4 Pre-incorporation contracts

chapter 3|4 pages

5 Prospectuses and listing particulars

chapter 4|10 pages

Articles of Association

chapter 6|3 pages

Duties of Directors

6.1 To whom are directors’ duties owed?

chapter 6|4 pages

2 Common law duties

chapter 6|4 pages

3 Fiduciary duties

chapter 6|1 pages

4 Fair dealing provisions

chapter 7|1 pages

Shareholders’ Meetings

7.1 Requisitioning a meeting

chapter 7|7 pages

2 Proxies

chapter 8|22 pages

Minority Shareholders

8.1 The rule in Foss v Harbottle

chapter 10|4 pages

Raising and Maintaining Capital

chapter 11|6 pages

Changing Capital Structure

chapter 11|2 pages

3 Section 425 reconstructions

chapter 12|8 pages

Insider Dealing and Takeovers

chapter |10 pages

Part 4: Insolvency Charges

chapter 14|1 pages

Liquidation and the Insolvency Act 1986

chapter 14|2 pages

2 Duties of a liquidator

chapter 14|7 pages

4 Wrongful trading (s 214)