Company Law and Corporate Finance by Eilis Ferran

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