............................................................................................................................. Description Charlesworth's Company Law is a long-established favourite among students of company law, providing comprehensive and clear explanations of all aspects of this difficult subject, covering both English and Scots law. Far from being an introductory book, the writing style is topical, succinct and easy to read, and enough detail is provided for the reader to gain a thorough understanding of each topic. A new chapter has been included in this edition on cross border mergers and migration, this includes the rules governing the new European Company, which are now part of British law. Other major statutory changes incorporated in this edition are the changes to corporate insolvency brought about by the Insolvency Act 2000 and the Enterprise Act 2002, the market regulation regime introduced by the Financial Services and Markets Act 2000 and the introduction of treasury shares. The recommendations of the Company Law Review, many of which will form the basis for the next Companies Act are also included. Recent case law outlining the most important decisions include: • Principle of no reflective loss • Directors' duty of loyalty and remedies for breach • Schemes of arrangement • Financial assistance ............................................................................................................................. Contents 1. Nature of Registered Companies 2. Classification of Registered Companies 3. Memorandum of Association 4. Articles of Association 5. Promoters 6. Corporate Transactions 7. Public Offer of Shares 8. Allotment and Commencement of Business 9. Share Capital 10. The Acquisition and Redemption by a Company of its Own Shares 11. Financial Assistance by a Company for the Purchase of its Own Shares 12. Membership 13. Shares 14. General Meetings 15. Directions 16. The Secretary 17. Majority Rule and Minority Protection 18. Corporate Governance 19. Insider Dealing 20. Accounts 21. Auditors 22. Dividends 23. Debentures 24. Corporate Insolvency 25. Receivers and Administrative Receivers 26. The Administration Procedure 27. Winding up by the Court 28. Voluntary Winding up 29. Contributories and Creditors: Completion of the Winding Up 30. Mergers and Divisions 31. Takeovers 32. Cross-Border Mergers and Migration – The European Company ............................................................................................................................. Author Details Geoffrey Morse, LLB, Barrister, Professor of Corporate and Tax Law at the University of Birmingham, in collaboration with Dr Stephen Girvin, PhD (Aberdeen), LLM LLB BA (Natal), Advocate (South Africa), Associate Professor of Law, National University of Singapore Insolvency Editor: Sandra Frisby PhD, Norton Rose Lecturer in Corporate Finance Law, University of Nottingham Accounting Editor: Richard Morris, BA, MSc, FCA, Emeritus Professor of Accounting at the University of Liverpool Markets Regulation Editor: Alastair Hudson, LL.B., LLM., Ph.D. (Lond.), Barrister, Professor of Equity & Law, Queen Mary, University of London ............................................................................................................................. |