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The book provides a comprehensive account of the legal rules that apply in corporate finance. It examines the fundamentals of company law: how businesses in the form of a company are financed, and the legal and practical implications of these financing choices. Detailed legal analysis is successfully combined with discussion of corporate finance theory, commercial considerations and market practice.
A clear explanation of the legal rules that apply and how they work is further enriched by discussion of:
the underlying purpose of the rules and how they fit with theories underpinning company law
how financing decisions can, in both theory and practice, affect the value of a company and its securities
the corporate governance implications of raising capital from outside investors
The book will be essential reading for practising company lawyers, corporate finance professionals, managers of companies and investors and will be found useful by students of company law and corporate finance. The book is already a UGC prescribed textbooks for the LL.B. (Hons) and LL.M. courses for the subject of Corporate Finance, as prescribed in the latest UGC Model Curriculum valid from July 2002.Since the book discusses Company Law from the point of view of Corporate Finance this book is the ideal book on Company Law for MBA students and law students who wish to specialise as corporate lawyers.
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
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
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
14. Debt Finance-General Considerations 457 15. Secured Debt 488 16. Subordination of Secured and Unsecured Debt 545
17. Initial Public Offers of Securities 567 18. Rights Issues and Other Issues of Equity Securities 606
19. The Strategic Framework of Modern Company Law 639 Index 649
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