ABSTRACT

One of the most complicated aspects of the organisation of a company can be the organisation of its capital. This is particularly true if there are many different types of shareholder or a number of competing interests inside the company. From the perspective of company law, however, it is also important to ensure that outsiders are not disadvantaged by the company’s particular capital structure, and particularly to ensure that reorganisations of the company’s capital structure do not leave a mere corporate shell behind which cannot pay third parties what they are owed by the company. This chapter considers the main legal principles relating to a company’s capital, particularly its share capital, beginning with a brief introduction to the vagaries of corporate capital structures.