Practice Notes on Private Company Law 1st Edition by Mark Stamp ISBN 978-1859414576 1859414575
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Product details:
ISBN 10: 1859414575
ISBN 13: 978-1859414576
Author: Mark Stamp
This book is a succinct guide to company law. The reader is guided through the elements involved in forming a company, and other vital areas are explained in detail, including: the availability of public information on companies and how to find it; directors’ obligations; minority shareholders’ rights; the memorandum and articles of association; how a company should execute a document; company meetings and charges; and debentures.
This third edition has been updated to include consideration of recent important cases, as well as key statutory instruments that have impacted upon company law since the last edition. It also includes a section on dividends and an analysis of the DTIs proposals for reform of company charges.
Table of contents:
1 Sources and Definitions
1.1 Source material
1.2 Definitions
2 Introduction
2.1 What is a private company?
2.2 Types of private companies
2.3 The consequences of incorporation
2.4 Protection of creditors
2.5 Statute
2.6 Case law
3 Formation
3.1 Matters to be considered prior to forming a company
3.2 Formation of a company
3.3 Company notepaper
3.4 Publicity of name
3.5 Company books
3.6 Matters to be dealt with at first board meeting
3.7 First general meeting of the company
4 The Companies Register
4.1 Company searches
4.2 Who to ask at Companies House
4.3 Matters required to be registered
4.4 Constructive notice
4.5 Compliance
5 The Memorandum of Association and the Doctrine of Ultra Vires
5.1 The contents of the memorandum
5.2 The objects clause
5.3 The doctrine of ultra vires
5.4 Dealings by a third party with officers of the company
5.5 Action to be taken when acting for a third party
5.6 Dealing with directors
5.7 Position where s 35A does not apply
5.8 Ratification
5.9 Changing the objects clause
6 The Articles of Association
6.1 The form of the articles of association
6.2 Modifications to Table A
6.3 Use of information technology by companies
6.4 The articles as a contract
6.5 Relationship between the board and the general meeting
6.6 Alteration of the articles
7 Share Capital and Dividends
7.1 Types of share capital
7.2 Authority to issue shares
7.3 Pre-emption provisions
7.4 Issue of shares at a premium or a discount
7.5 Financial assistance
7.6 Class rights
7.7 Redemption of shares
7.8 Purchase of a company’s own shares
7.9 Alteration of share capital
7.10 Dividends
8 Directors
8.1 Who can become a director
8.2 Types of directors
8.3 Appointment of directors
8.4 Termination of director’s office
8.5 Directors’ fiduciary duties
8.6 Duties of care and skill
8.7 Deals with directors
8.8 Disclosure
8.9 Single member companies
8.10 Disqualification of directors
9 Meetings
9.1 Types of meetings
9.2 Convening general meetings
9.3 Notices of general meeting
9.4 Types of resolutions
9.5 Representation at meetings
9.6 Proceedings at general meetings
9.7 Amendments to resolutions
9.8 Board meetings
10 The Elective Regime
10.1 Introduction
10.2 The elective resolution
10.3 Requirements that can be dispensed with
11 Execution of Documents by a Company
11.1 Introduction
11.2 Documents under hand
11.3 Documents under seal
12 Minority Shareholder Rights
12.1 The rule in Foss v Harbottle
12.2 Section 459
12.3 Just and equitable winding-up
13 Charges and Debentures
13.1 The power to borrow
13.2 Types of debentures
13.3 Circumstances in which a floating charge will crystallise
13.4 Priority of charges
13.5 Section A: registration of company charges
13.6 Section B: reform
13.7 Receivers
14 Company Law Reform
14.1 Introduction
14.2 Private company law reform: proposals
15 Forms
16 Useful Addresses
17 Time Periods and Penalties
18 Further Reading
18.1 Looseleaf works
18.2 Books and official reports
18.3 Journals
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Tags: Mark Stamp, Practice Notes, Private Company