About the Lawcards Series
Company Lawcards
1 Incorporation
- Introduction
- The company and the partnership
- Advantages of incorporation
- Public companies and private companies
- Limited liability partnerships
- Formation of an LLP
- Members and designated members
- Contractual and tortuous liability
- Members' relationship with each other
- Minority protection
- Winding up
- Disqualification of members
- Corporate personality
- Statutory exceptions
- Judicial exceptions
- Combating fraud
- Agency
- Groups of companies
- Trust
2 The company's constitution
- Introduction
- Application for Registration
- Objects clauses and ultra vires
- The position at common law
- Company name
- Articles of association
- Alteration of the articles
- Class rights
- Variation of class rights
- The membership contract
- Academic views
3 Capital
- Introduction
- Promoters
- De?nition of a promoter
- Duties of a promoter
- Pre-incorporation contracts
- Position under statute
- Prospectuses and listing particulars
- Criminal liability
- Rules relating to payment for shares
- Rules relating to the maintenance of capital
- The payment of dividends
4 The management of the company
- Introduction
- Removal of directors
- Directors' duties
- The duty of care and skill
- Fiduciary duties
- The Duty to Promote the success of the company
- The duty to exercise independent judgment
- The Duty to avoid conflicts of interest
- Transactions to which the company is a party
- Fair dealing provisions
- Transactions to which the company is not a party
- The duty to act within powers
- Disqualification of directors
- The company secretary
- History
- Duties of the company secretary
- Responsibilities of the company secretary
- Disqualificationof the company secretary
- Powers of the company secretary
- Auditors
- Nature of post of auditor
- Liability of auditors
- Tortious liability
- Auditors' statutory liability
5 Company meetings
- Annual general meetings
- Extraordinary general meetings
- The conduct of meetings
- Length of notice
- Serving the notice
- The chairman
- Quorum
- The conduct of meetings
- Resolutions
- Special resolution
- Ordinary resolution
- Unanimous informal consent
- Votes
- Adjournment
- Minutes
6 Shareholder protection
- Introduction
- Majority control - minority protection
- The Statutory Derivative Claim
- The Derivative Case Law
- An ultra vires act
- The special majorities exception
- The personal rights exception
- Fraud on the minority
- Minority protection and majority control
- The other statutory remedies
- Section 994 of the CA 2006
- Remedies
- Just and equitable winding up
- Examination questions on shareholder protection
- Company Investigations
- Investigation of affairs of a company
- Investigation of ownership or control
- Investigation of directors' share dealings
- Other companies in groups of companies
- Investigation into insider dealing
- Consequences of an inspection
- Different types of company investigation - summary
7 The company in trouble, reconstructions and takeovers
- Introduction
- Loan stock (debentures)
- Debentures compared with shares
- Charges
- Crystallisation of a ?oating charge
- Priorities amongst charges
- Receivership
- Voluntary arrangements
- Administration
- Liquidation
- Compulsory liquidation
- Voluntary liquidation
- Priorities in a liquidation
- Void charges
- Priority of payment
- Fair dealing provisions
- Misfeasance
- Fraudulent trading
- Wrongful trading
- Takeovers, reconstructions and amalgamations
- Schemes of arrangement
- Amalgamation
- Takeovers