![Company Law](https://img.perlego.com/book-covers/2192462/9781136007774_300_450.webp)
Company Law
Douglas Smith
- 322 pages
- English
- ePUB (mobile friendly)
- Available on iOS & Android
Company Law
Douglas Smith
About This Book
Company Law is essential reading for business and law students, and for those studying for professional exams. The theoretical concepts are explored and developed with the use of a variety of case examples to place the learning in context. Comprehensive pedagogy with objectives, review questions, summaries, discussion questions and a case study exercise to consolidate the learning in each chapter. The accessible and concise treatment of the issues explored makes the learning easy to follow and more pertinent to the student needs, particularly for those who are studying a one-semester course.
Easy to read, with a user friendly layout, Company Law, with the use of case studies and review questions leads the reader through the various stages involved with creating and managing a private company through to dissolution.Building on the learning covered in the companion textbook Business Law, this text is a user friendly and comprehensive introduction to all aspects of company law.
Frequently asked questions
Information
Appendix 1
The modernization of company law
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- a) InappropriatenessCurrent legislation is at fault in two broad areas:
- i) Over-formal language, which is not user friendly. For example Table A, which is widely used as a specimen set of articles, is written in technical, legalistic language and would be of more practical use if it was rewritten in plain English.
- ii) Excessive detail, which makes for complexity. For example the distinction between special and extraordinary resolutions at general meetings.
- b) Over-regulationThis causes difficulties. The paper refers, as an example, to capital maintenance rules. While it is right for the Companies Act to attempt to reduce the risk of insolvency, the provisions are too detailed, too expensive, and lead to inflexibility in the use of capital. By dispensing with the requirement for shares to have a nominal value (par value) simple statements of share capital in a company's accounts ought to be possible.
- c) Complex structureThe Companies Act does not in its entirety apply to all companies. Some parts, such as disclosure of who owns shares, apply only to public companies; while other parts, such as dealings by directors, apply differently to public and private companies. Therefore, future legislation ought to differentiate more markedly between public and private as well as between large and small companies. The review that will be carried out will examine the feasibility of having separate regulations for different types of companies. If the premise is correct that the existing law is over-complex then simplification should reduce the costs of compliance and make it easier for small companies and their directors to know their responsibilities.
- d) Efficiency gainsThose parts of company law that fail to achieve their purpose need to be looked at either to make them more effective, or, if this is unnecessary or impossible, to repeal them. For example, part of the bureaucracy of administering company law is accepted as being inefficient in that Companies House allows material to be filed only in a paper-based format. This ignores the much heralded revolution in information technology. Therefore, it is felt by the DTI that Companies House should allow electronic filing. Also, at AGMs shareholders ought to be able to vote directly electronically without their having to attend or use a proxy.
- e) Corporate governanceWhile acknowledging that self-regulation, in the form of codes, was preferable to specific legislation, three possible exceptions were identified where 'legal underpinning' may be needed. These are:
- i) Director duties to be broadened. At present, while theoretically a director's fiduciary duties are owed to the company as a whole, in practice this is interpreted narrowly as equating with majority shareholder interests. This sectional view does not sit well with Labour's belief in a stockholder economy where a company must account not just to major shareholders but to other interested parties as well e.g. employers, creditors and the community.
- ii) The conduct of AGMs may have to be amended in order to make it easier for shareholders to table resolutions, and if they do not hold shares in their own name, to attend and to vote.
- iii) Shareholders may need to have a legal right to vote separately on directors' pay and not the present system of having to vote en bloc on a whole package that includes directors' pay.
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Review timetable
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Company Law Steerage Group Report
Stakeholders
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Small companies
Table of contents
- Cover
- Title
- Copyright
- Contents
- Introductory comments
- Table of Cases
- Table of Statutes
- Table of Regulations, Rules, Orders and Directives
- Birth of a Company
- The Company Constitution
- Obtaining and Controlling Capital
- Companiesā Securities
- Company Management
- Shareholder and Creditor Protection
- Companies in Trouble
- Appendix 1 The modernization of company law
- Appendix 2 Statistics of director disqualification
- Appendix 3 Statistics of company insolvencies
- Index