Table of Cases ix
Table of Statutes xxxix
PART I. THE FRAMEWORK OF CORPORTE ACTIVITY
1. The Company and the Corporate Group 3
2. Corporate Finance Structure: Basic Legal, Accounting
and Financing Considerations 44
3. The Company as a Business Operator 81
PART II. CORPORATE GOVERNANCE
4. Management of Companies 115
5. Controlling Management: Duties of Honesty, Propriety
and Loyalty 154
6. Controlling Management: Duties of Care and Skill; Role of
Non-executive Directors 206
7. Controlling Management: Corporate Democracy and the
Role of Institutional Investors 239
PART III. SHARE CAPITAL
8. Shares and Share Capital 279
9. Rights Attaching to Shares 315
10. Maintenance and Reduction of Capital 355
11. Financial Assistance 372
12. Distributions to Shareholders 408
13. Share Buy Backs and Redeemable Shares 430
PART IV. LOAN CAPITAL
14. Debt Finance-General Considerations 457
15. Secured Debt 488
16. Subordination of Secured and Unsecured Debt 545
PART V. RAISING FINANCE FROM CAPITAL MARKETS
17. Initial Public Offers of Securities 567
18. Rights Issues and Other Issues of Equity Securities 606
PART VI. THE FUTURE
19. The Strategic Framework of Modern Company Law 639
Index 649