Corporate Law

This textbook incorporates all the changes introduced by the Companies (Amendment) Act 2014, which made the largest series of amendments to the Companies Act since it was enacted in 1967. The first set of amendments came into effect in July 2015, and encompassed changes in areas including: expanding the scope of the statutory derivative action to allow a complainant even in a listed company to apply to court for leave to intervene in proceedings, which now also includes arbitration; relaxing further the capital maintenance rules generally, in particular, by removing the prohibition against financial assistance by private companies; and the introduction of a small company audit exemption. The remaining changes, with effect from 2016, include: provisions pertaining to directors (and now chief executive officers in some cases) and their qualification; removing restrictions caused by various definitions in the Companies Act of “equity share” and “preference share”, such as the one-share-one-vote requirement for public companies; and the increasing recognition of the use of the electronic medium in the context of the company.

This book takes a conventional approach to the subject of corporate law in that the usual topics found in most company law textbooks are dealt with in some detail. So the external and internal relationships with respect to the corporate structure, as well as directors’ duties and corporate governance, are centrally located within the book. Apart from the usual topics, the initial chapters provide some historical overview of the development of company law. There is also a sampling of some of the theories behind the corporate form and the different kinds of corporate-like alternative business structures that exist out there. Later chapters focus on shareholder rights and remedies and conclude with, what can broadly be termed, the area of corporate finance.