Company Law

Company Law brings clarity and sophisticated analysis to the ever-changing landscape of company law. Hannigan captures the dynamism of the subject, places the material in context, highlights its relevance and topicality, and guides students through all the major areas studied at undergraduate level. The book is divided into five distinct sections covering corporate structure (including legal personality and constitutional issues), corporate governance (including directors' duties and liabilities), shareholders' rights and remedies (including powers of decision-making and shareholder engagement), corporate finance (including share and loan capital), and corporate rescue and restructuring (including liabilities arising on insolvency). The author's accessible writing style and comprehensive approach to the subject makes this an idea textbook for students of company law.

PART I The Corporate Structure 1: Formation, classification and registration of companies 2: The framework of company law 3: Corporate personality 4: Rules of attribution - corporate acts and liabilities 5: The company constitution PART II Corporate Governance - Directors' Roles and Responsibilities 6: Corporate governance - board structure and shareholder engagement 7: Board composition - appointment and removal of directors 8: A statutory statement of directors' duties 9: Duty to act within constitution and powers 10: Duty to promote the success of the company 11: Duty of care, skill and independent judgement 12: Duty to avoid a conflict of interest 13: Specific conflicts - CA 2006, Part 10, Ch 4 14: Directors' liabilities for breach of duty 15: Directors' liabilities and vulnerable transactions on insolvency PART III Corporate Governance - Shareholders' Rights and Remedies 16: Membership and the incidents of membership 17: Decision-making and company meetings 18: Informed shareholders and stakeholders-disclosure and the limited company 19: The unfairly prejudicial remedy and the minority shareholder 20: The derivative claim and the rule in Ross v Harbottle PART IV Corporate Finance - Share and Loan Capital 21: Share capital - capital raising and payment 22: The doctrine of capital maintenance 23: Loan capital - secured creditors and company charges PART V Corporate Liquidation, Takeovers and Schemes of Arrangement 24: Liquidation and dissolution - winding up the insolvent company