Company Law

Shackleton is the indispensible guide to the law and practice of company and non-company meetings.  It logically addresses the practicalities of organising all levels of meetings, from AGM to specialised committee, dispensing invaluable advice on all aspects of the processes involved: from selecting venues, preparation and convening, conduct and minute taking all the way through to adjournment.

The book also deals with the increasingly pertinent topics of defamatory statements, breach of the peace and director’s duties. As the essential reference guide in its field the book provides the information necessary to prepare, conduct and close a meeting essential to the every-day practice of legal professionals, company secretaries, administrators, directors, local authorities and all other organisations that hold formal meetings.

Coverage:

  • Discusses the legal implications of public and private meetings
  • Deals with company specific forms of meetings such as members’ meetings, director’s meetings and shareholder meetings
  • Explains the resolution process and how one is reached in the context of company meetings
  • Directs the reader to the appropriate requirements in statutory specific meetings under s.425 Companies Acts
  • Provides ‘worked’ practice examples of company meetings
  • Looks at the powers and roles of the directorship at director’s meetings
  • Addresses the provisions of appointing and affirming an office holder
  • Provides worked examples of board meetings
  • Looks at the variations and requirements of a meeting involving a company entering into or already in insolvency
  • Details the appointment provisions of proxies short of the winding-up process
  • Directs the reader to the appropriate form of meeting in which to wind-up an insolvent company
  • Guides the reader through the different requirements of a local government / NGO meeting and the requirements of reporting / diligence that have to be performed
  • Provides detail on how to ensure a public meeting is properly advertised and attended
  • Identifies what a defamatory statement is, how to report one and how to deal with one
  • Provides a breakdown of the component parts of a successful meeting, what you need, how should chair and effective communication
  • Explains how to deal with breaches of the peace and how to maintain peace at meetings
  • Directs the reader to differences between private and public meetings and the requirements of each
  • Describes how to convene meetings and details how they should be constituted and conducted
  • Details various successful methods for taking and communicating minutes
  • Fully updated to take account of implementation of a number of provisions relating to Local Government courtesy of the Local Government Act 2012

This book presents a practical guide to corporate governance best practice as it applies to publicly quoted and some private companies, as well as the public and not-for-profit sectors. With contributions from a number of leading experts in their fields, the fifth edition gives a straightforward account of governance law, regulations and practice, and the background to this, for in-house counsel and corporate lawyers, as well as company secretaries, accountants, and others working or interested in the world of governance in all its aspects.

It is introduced by a preface from Lord Harrison of Chester, Vice Chairman of the All Party Parliamentary Corporate Governance Group.

    • Explains the law relating to corporate governance, what it entails, what the requirements are for compliance, and what constitutes best practice
    • Sets out the framework of the EU agenda on corporate governance
    • Looks at how the board operates and goes through the rules governing board meetings, the legal and regulatory issues concerning directors’ remuneration and the topic of diversity at board level

Looks at the issues for governance in small and medium-size companies

  • Details public companies’ financial reporting and the internal and external audit process and the role of the audit committee
  • Examines the current UK regime for directors’ remuneration and explains the remuneration package
  • Explains the legal and regulatory framework in the UK and discusses the roles of the new UK regulatory authorities under the Financial Services Act 2012
  • Considers practical issues concerning risk management and internal control
  • Reviews the world of D&O insurance in the context of governance
  • Covers shareholder relations as a major driver of corporate governance
  • Clarifies the rules affecting reporting to and communicating with shareholders, their rights and conduct of the AGM
  • Tackles institutional shareholder activism
  • Addresses corporate social responsibilities
  • Identifies the special cases of the public and voluntary sectors, and of pension funds
  • Includes coverage of US law and regulation affecting UK businesses with US interests
  • Takes into account the development of the UK Corporate Governance Code and the establishment of the separate UK Stewardship Code, the Walker review on corporate governance in the banking sector, the amendment of the Companies Act 2006 by the Shareholders’ Rights Regulations
  • Examines in detail key guidelines and legislation and contains references and links to a full range of sources and materials giving depth to its coverage
  • Looks at the duties and personal liabilities of directors, including the role of the chairman and non-executive directors, and their remuneration
  • Provides a reference and a day-to-day practical guide to the challenges and hurdles around modern corporate governance
  • Offers a source of primary interest when advising clients or participating in corporate affairs themselves

The 7th edition of Hollington on Shareholders’ Rights offers an in-depth explanation to the principles surrounding the roles of shareholders and the company law that applies to them. The roles of minority and majority shareholders are analysed showing you where the power lies so that you can better advise companies and individuals.

  • Explains the rights of minority shareholders and offers guidance on statutory remedies available to them when their rights have been  breached
  • Fully updated to include the recent Court of Appeal and Privy Council authorities
  • Sets out  the key broad principles governing the rights of an individual shareholder and the balance of power between the majority and the minority
  • Uses the principles throughout to provide a framework for in-depth explanation of different aspects of law and practice
  • Examines shareholder agreements
  • Details the fiduciary duties of directors in relation to shareholders
  • Considers the balance of power between majority and minority shareholders and examines restrictions placed upon the powers of majority shareholders
  • Takes into account the principles of partnership law, such as good faith, which have been adopted in company law
  • Offers a full analysis of share valuation principles
  • Covers the impact of the Companies Act 2006 as it affects shareholders’ rights, particularly the impacts around the codification of the law relating to directors’ duties and derivative claims
  • Reflects all the key recent cases, include decisions which examine the implications on the relationship between the unfair prejudice remedy and derivate claims, and underlying principles of the unfair prejudice remedy

Shareholders’ Agreements Provides practical guidance on the nature and effect of shareholders’ agreements and articles of association.
• Offers in-depth analysis on the key components of shareholders’ agreements and articles of association, enabling you to draft these documents with confidence
• Discusses the ramifications of the Bribery Act 2010 and the Companies Act 2006 on shareholders’ agreements and articles of association
• Analyses the elements of joint ventures and property joint ventures so you are aware of the possible structures and have the tools you need to draft the relevant documents
• Provides information on taxation considerations in relation to this area
• Reflects recent changes in market practice in private equity transactions
• Covers the theory behind partnership structures
• Explains boilerplate provisions
• Offers expert commentary on option agreements and warrants with detailed drafting notes, so you can draft these types of agreements and are aware of the key issues
New to the 6th Edition:

• Updated with the latest case law since the last edition published in 2009
• Expert discussion on the impact of the Bribery Act 2010 on joint ventures
• Updated commentary and precedents based on practical experience of the effect of the Companies Act 2006
• Covers the effect of the recent economic and financial developments on private equity transactions

Enabling you to stay ahead of changes to company law, Palmer’s Company Law:

  • Offers authoritative guidance for every part of company law from formation through to winding-up
  • Helps you to adjust to the changes being brought about by Companies Act 2006 by providing integrated commentary on the Act as each part comes into force
  • Allows you to see where changes have occurred and to understand what they mean, so that responsibilities and obligations continue to be fulfilled
  • Clarifies areas of uncertainty or ambiguity to ensure compliance with the changing face of company law
  • Ensures that you are fully briefed and prepared for the changes due in 2010 and beyond

Containing an entire range of employment precedents, including ones specific to particular industries, Employment Precedents and Company Policy Documents:

  • Covers everything from pre-employment questionnaires to redundancy
  • Includes a selection of industry-specific clauses and clauses for different categories of employees
  • Provides precedents for a staff handbook
  • Covers company policy issues such as grievance; confidentiality; security; restraint of trade; data protection; health and safety
  • Features checklists for handling various employment procedures
  • Sets out precedents for breach of contract actions, industrial tribunal proceedings and High Court litigation

Boilerplate: Practical Clauses is a concise guide to the most commonly used boilerplate clauses for commercial contracts. It explains the rules, guidelines and principles of law behind the clauses to help you draft, negotiate and advise with confidence.This book covers all standard warranties and exclusions of liability, plus whole agreements and variation clauses so you can be confident you have the fundamental information you need. By outlining the appropriate clauses for each section along with clear definitions and relevant legislation, this title makes it easier to avoid common pitfalls and gives you insight into the implications of your client’s contracts or agreements.

Detailed analytical commentary on each clause, together with examples of case law and advice on its practical application, help ensure you have a full understanding of this complex area.

 

Boilerplate: Practical Clauses, 6th Edition also includes the following:

  • New definitions for cloud computing.
  • The impact of cloud computing on the obligation to safeguard confidential information
  • The legal nature of software – when is software “goods” for the purposes of the Sale of Goods Act
  • Analysis of the provisions and impact of the new EU Consumer Rights Directive (Coming into force in June 2014), particularly in relation to trading over the internet
  • Discussion of the latest cases on the Unfair Terms in Consumer Contracts Regulations, particularly OFT v Abbey National
  • A reconsideration of the legal effect and drafting of whole agreement clauses and exclusion of liability for precontract misrepresentation in the light of the Court of Appeal decisions in Springwell and AXA
  • Discussion of service of notices by electronic means
  • Discussion of signature of contracts and completion of transactions by electronic means
  • Analysis of latest cases in the “Battle of the Forms”
  • A detailed discussion of and analysis of the relevant cases relating to the Eisudem Generis Rule
  • A detailed discussion of and analysis of the latest cases relating to the concepts of “resaonable endeavours” and “best endeavours”
  • An analysis of the latest cases relating to non-binding heads of agreement – Flexible Systems v
  • Molkerei Alois Muller, and the Court of Appeal decisions in Investec v Zulman , Haq v Island Homes and Whittle v Hollywood Movers
  • Discussion of the provisions and impact of the new EU Directive on late payment of debts

Company Precedents (formerly known as Company Procedures Precedents) has been revised and enhanced in light of the new Companies Act 2006. It provides a system for undertaking key corporate transactions, and covers the wide-ranging registration requirements of company legislation.

Company Precedents has been written for the practitioner. It serves as a useful tool in everyday practice and helps ensure compliance with legislation. The checklists, system guides to procedures and hundreds of precedents make up the heart of this work. Major changes covered:

  • Company Act 2006 reforms
  • A review of the newly codified general duties of directors in the Preliminary section, where much other reform is also discussed
  • The new draft Model forms of constitution for private, public and guarantee companies
  • Precedent constitutions for special types of company spawned under legislation since the Companies Act 1985
  • Various articles of association, including for charitable companies, drafted according to the Companies Act 2006
  • Precedents suitable for electronic communication
  • Precedents tailored to the amended system of re-registration of companies
  • Precedents for the new system of administrative restoration
  • Substantial enlargement of the section on management of share capital
  • Precedents for the new system of limitation of auditor’s liability
  • Creditors’ claims for reflective loss