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Index
1. The Nature of a Company
Public and Private Companies
Limited Liability Partnerships
Formation of an LLP
The Concept of Corporate Personality
Group Structures
Companies and Crimes of Negligence
2. The Constitution of a Company
Objects Clauses and Ultra Vires
The Rules Governing Companies
Change of name
The Articles of Association
‘Bona Fide for the benefit of the Company’
3. Company Finance
The role of the Promoter
Liability of a Promoter
Remuneration and Expenses
Pre-incorporation Contracts
The Conduct of Investment Business
The Securities market
Unlisted Securities
Subsequent Dealings
Criminal Penalties and Civil Liability
The Raising and Maintenance of Capital
Dividends to Shareholders
Becoming a Shareholder
Transfer and Transmission of Securities
Insider Dealing
The Financial Services Act 1986
The Criminal Justice Act 1993 Part V
Borrowing Money
Charges
Fixed and Floating Charges
Effects of Non-registration
4. Company Management
The Duties of a Director
The Duty of Care and Skill
Fiduciary Duties
Directors Personal Liability
Tort
Statute
Limiting Liability of Directors
The Role of the Company Secretary
The Role of Company Auditors
Auditors Liabilities
5. Company Meetings and Shareholder Protection
Company Meetings
Resolutions
Special Resolutions
Ordinary Resolutions
Elective Resolution
Unanimous Formal Consent
Votes
Adjournment
Minutes
Majority Rule in Meetings
Protection of Minorities
The Statutory remedy
6. Company Takeovers and Mergers
Buyout and Sellout
Compulsory Acquisition
Intervention by the Court
Grounds for Intervention
Requisition by Shareholders to Buy Shares
Self-Regulation: The City panel
Judicial Review and the Role of the Court
The City Code on Takeovers and Mergers
7. The Company in Trouble
Directors
Disqualification of Directors
Consequences of Contravention of Law
Overcoming Disqualification
Office-Holders: Insolvency Practitioners
Receivers
Company Administration
Administration Orders
Effect of Administration
The Administrators Duties
Administrators Powers
Discharge of Administrator
Liquidations
Compulsory Liquidations
Voluntary Liquidation
Powers and Duties of Liquidators
Priority of Claims
Dissolution
Striking off the Register
Misconduct
Adjustment of Prior Transaction
Wrongful or Fraudulent Trading
Schemes of Arrangement
Amalgamation
Takeover
Index
Glossary of terms
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