Gower and Davies' principles of modern company law Paul L. Davies and Sarah Worthington

Contents
Machine generated contents note: pt. One INTRODUCTORY
1.Types and Functions of Companies
Uses to which the company may be put
Different types of registered companies
Unregistered companies and other forms of incorporation
European Community forms of incorporation
Conclusion
2.Advantages and Disadvantages of Incorporation
Legal entity distinct from its members
Limited liability
Property
Suing and being sued
Perpetual succession
Transferable shares
Management under a board structure
Borrowing
Taxation
Formalities, publicity and expense
3.Sources of Company Law and the Company's Constitution
Sources
The Company's Constitution
The European Company
4.Formation Procedures
Formation of different types of company
Forming a company by registration
Choice of type of registered company
Choice of company name
Mandatory and elective name changes
Choice of appropriate articles
Contents note continued: Challenging the certificate of incorporation
Commencement of business
Re-registration of an existing company
5.Promoters
Meaning of "promoter"
Duties of Promoters
Remedies for breach of promoters' duties
Remuneration of promoters
Preliminary contracts entered into by promoters
Companies' pre-incorporation contracts
6.Overseas Companies, Community Law and Corporate Mobility
Overseas companies
Company law at community level
Corporate mobility
pt. Two SEPARATE LEGAL PERSONALITY AND LIMITED LIABILITY
7.Corporate Actions
Contractual rights and liabilities
Tort and crime
8.Limited Liability and Lifting the Veil
The rationale for limited liability
Legal responses to limited liability
Lifting the veil
9.Personal Liability for Abuses of Limited Liability
Premature trading
Fraudulent and wrongful trading
Contents note continued: Phoenix companies and the abuse of company names
Misdescription of the company and trading disclosures
Company groups
10.Disqualification of Directors
Disqualification orders and undertakings
Disqualification on grounds of unfitness
Non-mandatory disqualification
Bankrupts
Impact of disqualifications under foreign law
11.Legal Capital and Minimum Capital
Meaning of capital
Nominal value and share premiums
Minimum capital
Disclosure and verification
Capitalisation issues
12.Dividends and Distributions
The basic rules
Identifying the amount available for distribution
Disguised distributions
Consequences of unlawful distributions
Reform
13.Capital Maintenance
Acquisitions of own shares
Redemption and Re-purchase
Reduction of capital
Financial assistance
pt. Three CORPORATE GOVERNANCE: THE BOARD AND SHAREHOLDERS
Contents note continued: 14.The Board
The role of the board
Appointment of directors
Remuneration of directors
Removal of directors
Structure and composition of the board
15.Shareholder Decision-making
The role of the shareholders
Shareholder decision-making without shareholder meetings
Improving shareholder participation
The mechanics of meetings
16.Directors' Duties
Introduction
To whom and by whom are the duties owed?
Directors' duties of skill, care and diligence
Introduction to directors' various duties of loyalty
Duty to act within powers
Duty to exercise independent judgment
Duty to promote the success of the company
Overview of the no-conflict rules
Transactions with the company (self-dealing)
Transactions between the company and directors requiring special approval of members
Conflicts of interest and the use of corporate property, information and opportunity
Contents note continued: Duty not to accept benefits from third parties
Remedies for breach of duty
Specific shareholder approval of breaches of duty
General provisions exempting directors from liability
Relief
Liability of third parties
Limitation of actions
17.The Derivative Claim and Personal Actions against Directors
The nature of the problem and the potential solutions
The general statutory derivative claim
Shareholders' personal claims against directors
18.Breach of Corporate Duties: Administrative Remedies
Informal investigations: disclosure of documents and information
Formal investigations by inspectors
Power of investigation of company ownership
Liability for costs of investigations
Follow-up to investigations
pt. Four CORPORATE GOVERNANCE: MAJORITY AND MINORITY SHAREHOLDERS
19.Controlling Members' Voting
Review of shareholders' decisions
Contents note continued: Class rights
Self-help
20.Unfair Prejudice
Independent illegality
Legitimate expectations or equitable considerations
Unfair prejudice and the derivative action
Reducing litigation costs
Remedies
Winding up on the just and equitable ground
pt. Five ACCOUNT AND AUDIT
21.Annual Accounts and Reports
The annual accounts
The directors' report
Approval of the accounts and reports by the directors
The auditor's report
Revision of defective accounts and reports
Filing accounts and reports with the registrar
Consideration of the accounts and reports by the members
22.Audits and Auditors
The role of the auditor
Audit exemption
Auditor independence and competence
Disqualifying persons from acting as auditors
The role of shareholders and the audit authorities
The role of the audit committee of the board
Contents note continued: Auditor regulation
Empowering the Auditors
Liability for negligent audit
Claims by the audit client
Claims by third parties
Conclusions
pt. Six EQUITY FINANCE
23.The Nature and Classification of Shares
Legal nature of shares
The presumption of equality between shareholders
Classes of shares
24.Share Issues: General Rules
Public and non-public offers
Directors' authority to allot shares
Pre-emptive rights
The terms of issue
Allotment
Registration
25.Public Offers of Shares
Admission to listing and to trading on a public market
The prospectus
Sanctions
Cross-border offers and admissions
De-listing
26.Continuing Obligations and Disclosure of Information to the Market
Periodic reporting obligations
Episodic or ad hoc reporting requirements
Remedies for breaches of the reporting requirements
Disclosure of directors' shareholdings
Contents note continued: Disclosure of major shareholdings
27.Transfers of Shares
Certificated and uncertificated shares
Transfers of certificated shares
Transfers of uncertificated shares
The register
Transmission of shares by operation of law
28.Takeovers
The takeover code and panel
The scope of the city code
The structure of the code
The allocation of the acceptance decision
Target management promotion of an offer
Equality of treatment of target shareholders
The procedure for making a bid
29.Arrangements and Reconstructions
Schemes of arrangement
Reorganisation under sections 110 and 111 of the Insolvency Act 1986
30.Insider Dealing and Market Manipulation
Approaches to regulating insider dealing
The criminal justice act 1993, Part V
Criminal prohibitions on market manipulation
Prohibition of market abuse in Part VIII of FSMA
Contents note continued: Sanctions and enforcement
pt. Seven DEBT FINANCE
31.Debentures
Basic concepts
Single and multiple lenders
Issuance of debentures
Transfer of debentures
Protection of debenture holders' rights
32.Company Charges
Security interests
The floating charge
Registration of charges
Enforcement of floating charges
33.Winding-up, Dissolution and Restoration
Types of winding up
Powers and duties of the liquidator
Collection, realisation and distribution of the company's assets
Dissolution
Resurrection of dissolved companies
Conclusion.