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With the completion of the DTI-sponsored Company Law Review, the reform of company law has now become a very important subject of study. This new book is a must for all those interested in the development and reform of UK company law. The book collates the work of leading authorities on company law, including members of the judiciary and the Law Commission, and individuals from the worlds of professional practice and academia. All main areas of company law are covered, including directors' duties; corporate governance; minority protection; ultra vires; company charges; and human rights and the company, as well as a comprehensive analysis of the work of the Company Law Reform Steering Group. The central purpose of this book is to analyze the current state of play and to note, in particular, the work of the Company Law Review Group. Critical analysis and suggestions on how company law should be reformed are also offered.
Comparing four key branches of private law in China and Taiwan, this collaborative and novel book demystifies the 'China puzzle'.
Company law is undergoing fundamental change in Europe. All European countries have undertaken extensive reform of their company legislation. Domestic reform has traditionally been driven by corporate failures or scandals. Initiatives to make corporate governance more effective are a feature of recent European law reform, as are measures to simplify and ease burdens on smaller and medium-sized businesses (SMEs). An increasing EU harmonisation is taking place through the Company Law Directives, and the free movement of companies is also facilitated by the case law of the European Court of Justice on the directives and the right to free movement and establishment in the EC Treaty. New European corporate forms such as the European Economic Interest Grouping (EEIG) and the European Company (SE) have added new dimensions. At a time of rapid development of EU and national company laws, this book will aid the understanding of an emerging discipline.
The fourth edition of the leading company law textbook, provides the most authoritative and comprehensive commentary on Irish company law following the commencement of the Companies Act 2014. The Companies Act 2014 makes the most far-reaching and fundamental changes to Irish company law in two generations, putting forward a radically different approach whereby the private company limited by shares will become the new model company. The structure of the fourth edition of this highly regarded title mirrors this new Act. The Act comprises over 1,448 Parts and represents the modern statement of the law applicable to the formation of companies, administration and management to their winding up and dissolution, incorporating the rights and duties of their officers, members and creditors. The Act commences on 1 June 2015 and introduces significant changes for companies operating in Ireland. This work has been expanded and revised to account for these legislative changes and important case law. As chairperson of the Company Law Review Group, whose recommendations greatly informed the new Act and as a leading practitioner of company law, Tom Courtney has a unique insight to the new legislation, its purpose and interpretation.The fourth edition is virtually a complete re-write and at approximately 2,900 pages it is some 400 pages longer than the last edition. Fully updated to take account of the dozens of judgments from the Irish and UK courts that have been delivered since the previous edition as well as the new statutory provisions, the fourth edition of The Law of Companies is a 'must have' for all practitioners, students and users of Irish company law.
As attention moves rapidly towards comparative approaches, the research and teaching of company law has somehow lagged behind. The overall purpose of this book is therefore to fill a gap in the literature by identifying whether conceptual differences between countries exist. Rather than concentrate on whether the institutional structure of the corporation varies across jurisdictions, the objective of this book will be pursued by focusing on specific cases and how different countries might treat each of these cases. The book also has a public policy dimension, because the existence or absence of differences may lead to the question of whether formal harmonisation of company law is necessary. The book covers 12 legal systems from different legal traditions and from different parts of the world (though with a special emphasis on European countries). In alphabetical order, those countries are: Finland, France, Germany, Italy, Japan, Latvia, the Netherlands, Poland, South Africa, Spain, the UK, and the US. All of these jurisdictions are subjected to scrutiny by deploying a comparative case-based study. On the basis of these case solutions, various conclusions are reached, some of which challenge established orthodoxies in the field of comparative company law.
"This White Paper sets out a range of measures for the proposed Company Law Reform Bill. They have been designed to further four crucial objectives: to enhance shareholder engagement and a long term investment culture; to ensure better regulation and a 'think small first" approach; to make it easier to set up and run a company; and to provide flexibility for the future." -- from the Foreword, p. 3.
This book advances a real entity theory of company law, in which the company is a legal entity which acts autonomously in law, and company law establishes procedures facilitating autonomous organisational decision-making. The theory builds on the insight that organisations or firms are a social phenomenon outside of the law and that these are autonomous actors in their own right. They are more than the sum of the contributions of their participants and they act independently of the views and interests of their participants. This occurs because human beings change their behaviour when they act as members of a group or an organisation; in a group we tend to develop and conform to a shared standard, and when we act in organisations habits, routines, processes, and procedures form and a culture emerges. These take on a life of their own affecting the behaviour of the participants. Participants can affect organisational behaviour but this takes time and effort. Company law finds this phenomenon and supplies it with a structure supporting autonomous action by organisations. The real entity theory advanced in this book explains company law as it stands at a positive level. Legal personality overcomes the problems that organisations are social rather than brute facts and that there is no unique physical manifestation permanently associated with an organisation. The corporate constitution is not a contract - it is best characterised as an instrument adopted on a statutory basis through private action. Shareholders cannot limit the capacity of companies or the authority of the board to bind the company in contract and companies are liable in tort and crime. The statute creates roles for shareholders, directors, a company secretary, and auditors and so facilitates a process leading to organisational action. The law also integrates the interests of creditors and stakeholders.
When used in conjunction with corporations, the term public is misleading. Anyone can purchase shares of stock, but public corporations themselves are uninhibited by a sense of societal obligation or strict public oversight. In fact, managers of most large firms are prohibited by law from taking into account the interests of the public in de...
Corporate law and corporate governance have been at the forefront of regulatory activities across the world for several decades now, and are subject to increasing public attention following the Global Financial Crisis of 2008. The Oxford Handbook of Corporate Law and Governance provides the global framework necessary to understand the aims and methods of legal research in this field. Written by leading scholars from around the world, the Handbook contains a rich variety of chapters that provide a comparative and functional overview of corporate governance. It opens with the central theoretical approaches and methodologies in corporate law scholarship in Part I, before examining core substantive topics in corporate law, including shareholder rights, takeovers and restructuring, and minority rights in Part II. Part III focuses on new challenges in the field, including conflicts between Western and Asian corporate governance environments, the rise of foreign ownership, and emerging markets. Enforcement issues are covered in Part IV, and Part V takes a broader approach, examining those areas of law and finance that are interwoven with corporate governance, including insolvency, taxation, and securities law as well as financial regulation. The Handbook is a comprehensive, interdisciplinary resource placing corporate law and governance in its wider context, and is essential reading for scholars, practitioners, and policymakers in the field.
This book advances an innovative, multi-jurisdictional argument for the necessity of company law reform to reorient companies towards environmental sustainability.