Pub Date : 2018-09-01DOI: 10.1093/HE/9780198811831.003.0015
A. Dignam, J. Lowry
Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter looks at history and theory associated with corporate governance. It first considers Berle and Means’ concern about the separation of ownership from control, particularly managers’ lack of accountability not only to investors but also to society in general. It then traces the emergence of the Berle and Means corporation and examines major influences on corporate theory, citing concession theory, fiction theory, corporate realism, and aggregate theory. It also discusses economic theories that have influenced scholarship on corporate law.
核心文本系列的标题将读者直接带到主题的核心，为各个层次的学生提供集中，简洁和可靠的指南。本章着眼于与公司治理相关的历史和理论。它首先考虑了Berle和Means对所有权与控制权分离的关注，特别是管理者不仅对投资者而且对整个社会缺乏问责。然后，它追溯了Berle and Means公司的出现，并考察了对公司理论的主要影响，引用了让步理论、虚构理论、公司现实主义和总量理论。它还讨论了影响公司法学术研究的经济理论。
{"title":"15. Corporate governance 1: corporate governance and corporate theory","authors":"A. Dignam, J. Lowry","doi":"10.1093/HE/9780198811831.003.0015","DOIUrl":"https://doi.org/10.1093/HE/9780198811831.003.0015","url":null,"abstract":"Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter looks at history and theory associated with corporate governance. It first considers Berle and Means’ concern about the separation of ownership from control, particularly managers’ lack of accountability not only to investors but also to society in general. It then traces the emergence of the Berle and Means corporation and examines major influences on corporate theory, citing concession theory, fiction theory, corporate realism, and aggregate theory. It also discusses economic theories that have influenced scholarship on corporate law.","PeriodicalId":10779,"journal":{"name":"Company Law","volume":"31 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2018-09-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"85688670","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2018-09-01DOI: 10.1093/he/9780198811831.003.0012
A. Dignam, J. Lowry
Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter explores the legal aspects of transactions made with those outside the company (called outsiders or third parties), with emphasis on how they are determined to be legitimate and binding on the company. It also discusses the ultra vires doctrine and the three particular issues that make it a very tricky problem for the courts; the inclusion of the benefit of the company criterion to the ultra vires issue; the reform of ultra vires; and the application of the general principles of agency in determining whether the company is bound by a particular transaction. The chapter concludes by analysing reforms in the Companies Act 2006 concerning the authority of directors to bind the company or authorise others to do so.
{"title":"12. The constitution of the company: dealing with outsiders","authors":"A. Dignam, J. Lowry","doi":"10.1093/he/9780198811831.003.0012","DOIUrl":"https://doi.org/10.1093/he/9780198811831.003.0012","url":null,"abstract":"Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter explores the legal aspects of transactions made with those outside the company (called outsiders or third parties), with emphasis on how they are determined to be legitimate and binding on the company. It also discusses the ultra vires doctrine and the three particular issues that make it a very tricky problem for the courts; the inclusion of the benefit of the company criterion to the ultra vires issue; the reform of ultra vires; and the application of the general principles of agency in determining whether the company is bound by a particular transaction. The chapter concludes by analysing reforms in the Companies Act 2006 concerning the authority of directors to bind the company or authorise others to do so.","PeriodicalId":10779,"journal":{"name":"Company Law","volume":"68 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2018-09-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"83179475","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2018-09-01DOI: 10.1093/HE/9780198811831.003.0017
A. Dignam, J. Lowry
Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter deals with the regulatory regime governing corporate rescue and liquidations. It first considers two procedures that were introduced by the Insolvency Act 1986 aimed at implementing the objective of corporate rescue: the administration order and the company voluntary arrangement, the former of which has been fundamentally reformed by the Enterprise Act 2002. It then discusses voluntary winding-up by companies, members, and creditors under the 1986 Act, as well as the grounds on which the court may initiate compulsory winding-up. The chapter also examines the consequences of a winding-up petition on dispositions of company property; winding-up in the public interest; the duties and functions of the liquidator; provisions allowing avoidance of transactions entered into prior to liquidation; the personal liability of directors under the Insolvency Act 1986; and distribution of surplus assets following liquidation. Finally, it outlines a number of amendments to the 1986 Act.
{"title":"17. Corporate rescue and liquidations in outline","authors":"A. Dignam, J. Lowry","doi":"10.1093/HE/9780198811831.003.0017","DOIUrl":"https://doi.org/10.1093/HE/9780198811831.003.0017","url":null,"abstract":"Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter deals with the regulatory regime governing corporate rescue and liquidations. It first considers two procedures that were introduced by the Insolvency Act 1986 aimed at implementing the objective of corporate rescue: the administration order and the company voluntary arrangement, the former of which has been fundamentally reformed by the Enterprise Act 2002. It then discusses voluntary winding-up by companies, members, and creditors under the 1986 Act, as well as the grounds on which the court may initiate compulsory winding-up. The chapter also examines the consequences of a winding-up petition on dispositions of company property; winding-up in the public interest; the duties and functions of the liquidator; provisions allowing avoidance of transactions entered into prior to liquidation; the personal liability of directors under the Insolvency Act 1986; and distribution of surplus assets following liquidation. Finally, it outlines a number of amendments to the 1986 Act.","PeriodicalId":10779,"journal":{"name":"Company Law","volume":"17 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2018-09-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"87197326","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2018-09-01DOI: 10.1093/he/9780198722861.003.0005
B. Hannigan
This chapter focuses on the company constitution, essentially the articles of association. The chapter covers the need for articles (including the adoption of the model articles), amending the articles, interpreting the articles, enforcing the articles, and shareholders’ agreements. It particularly considers the extent to which shareholders can alter the articles and the common law limits to the power to do so. Altering the articles to allow for the compulsory transfer of members’ interests is also considered. Interpreting the articles and enforcing the statutory contract created is addressed. Shareholder agreements can provide better protection for shareholders and the chapter considers how they can supplement the company's articles.
{"title":"5. The company constitution","authors":"B. Hannigan","doi":"10.1093/he/9780198722861.003.0005","DOIUrl":"https://doi.org/10.1093/he/9780198722861.003.0005","url":null,"abstract":"This chapter focuses on the company constitution, essentially the articles of association. The chapter covers the need for articles (including the adoption of the model articles), amending the articles, interpreting the articles, enforcing the articles, and shareholders’ agreements. It particularly considers the extent to which shareholders can alter the articles and the common law limits to the power to do so. Altering the articles to allow for the compulsory transfer of members’ interests is also considered. Interpreting the articles and enforcing the statutory contract created is addressed. Shareholder agreements can provide better protection for shareholders and the chapter considers how they can supplement the company's articles.","PeriodicalId":10779,"journal":{"name":"Company Law","volume":"117 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2018-09-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"81104308","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2018-09-01DOI: 10.1093/HE/9780198811831.003.0014
A. Dignam, J. Lowry
Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter is concerned with the duties which a director owes to the company, including duty to act within powers, duty to promote the company’s success, duty to exercise independent judgement, duty not to accept benefits from third parties, and duty to avoid conflicts of interest. After reviewing the general duties of directors under Part 10 of the Companies Act 2006, the chapter discusses the fiduciary position of directors, the remedies for breach of directors’ duties, and the liability of those who assist a director in the course of a breach of fiduciary duty. Finally, it considers three ways in which a director who is in breach of duty may be relieved from liability.
{"title":"14. Directors’ duties","authors":"A. Dignam, J. Lowry","doi":"10.1093/HE/9780198811831.003.0014","DOIUrl":"https://doi.org/10.1093/HE/9780198811831.003.0014","url":null,"abstract":"Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter is concerned with the duties which a director owes to the company, including duty to act within powers, duty to promote the company’s success, duty to exercise independent judgement, duty not to accept benefits from third parties, and duty to avoid conflicts of interest. After reviewing the general duties of directors under Part 10 of the Companies Act 2006, the chapter discusses the fiduciary position of directors, the remedies for breach of directors’ duties, and the liability of those who assist a director in the course of a breach of fiduciary duty. Finally, it considers three ways in which a director who is in breach of duty may be relieved from liability.","PeriodicalId":10779,"journal":{"name":"Company Law","volume":"2 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2018-09-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"84215238","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2018-09-01DOI: 10.1093/he/9780198722861.003.0009
B. Hannigan
The Companies Act 2006 (CA 2006) requires directors: to act in accordance with the constitution (defined s 257) and to exercise powers for the purposes for which they are conferred. This chapter focuses on s 171. The discussion covers the constitutional division of power within a company, types of authority, statutory protection of third parties, and exercise of a power for an improper purpose. Much of the discussion is of the important agency rules which govern directors’ authority, considering in particular the extent to which third parties can rely on the apparent or ostensible authority of an individual director or directors. The circumstances in which third parties are put on inquiry are considered. The statutory protection afforded to third parties by CA 2006, s 40 is also examined. The proper purpose doctrine is an important constraint on abuse of power by directors and the application of the doctrine is addressed in detail.
{"title":"9. Duty to act within constitution and powers","authors":"B. Hannigan","doi":"10.1093/he/9780198722861.003.0009","DOIUrl":"https://doi.org/10.1093/he/9780198722861.003.0009","url":null,"abstract":"The Companies Act 2006 (CA 2006) requires directors: to act in accordance with the constitution (defined s 257) and to exercise powers for the purposes for which they are conferred. This chapter focuses on s 171. The discussion covers the constitutional division of power within a company, types of authority, statutory protection of third parties, and exercise of a power for an improper purpose. Much of the discussion is of the important agency rules which govern directors’ authority, considering in particular the extent to which third parties can rely on the apparent or ostensible authority of an individual director or directors. The circumstances in which third parties are put on inquiry are considered. The statutory protection afforded to third parties by CA 2006, s 40 is also examined. The proper purpose doctrine is an important constraint on abuse of power by directors and the application of the doctrine is addressed in detail.","PeriodicalId":10779,"journal":{"name":"Company Law","volume":"2 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2018-09-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"83386889","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2018-09-01DOI: 10.1093/HE/9780198811831.003.0004
A. Dignam, J. Lowry
Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter focuses on one area where the motives of ‘promoters’ (that is, those who form a company) are relevant to the legal aspects of certain activities carried out in the company’s name, especially when they enter into contracts for the company prior to its formal registration. After defining the term ‘promoter’, the chapter discusses the fiduciary duties of promoters and the range of remedies available to the company against a promoter who breaches his fiduciary duties. It then considers problems involving contracts entered into prior to incorporation and the common law position on such contracts. It also explains pre-incorporation contracts, deeds, and obligations under section 51 of Companies Act 2006 before concluding with an analysis of the issue of corporate mobility in relation to the freedom of establishment.
{"title":"4. Promoters and pre-incorporation contracts","authors":"A. Dignam, J. Lowry","doi":"10.1093/HE/9780198811831.003.0004","DOIUrl":"https://doi.org/10.1093/HE/9780198811831.003.0004","url":null,"abstract":"Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter focuses on one area where the motives of ‘promoters’ (that is, those who form a company) are relevant to the legal aspects of certain activities carried out in the company’s name, especially when they enter into contracts for the company prior to its formal registration. After defining the term ‘promoter’, the chapter discusses the fiduciary duties of promoters and the range of remedies available to the company against a promoter who breaches his fiduciary duties. It then considers problems involving contracts entered into prior to incorporation and the common law position on such contracts. It also explains pre-incorporation contracts, deeds, and obligations under section 51 of Companies Act 2006 before concluding with an analysis of the issue of corporate mobility in relation to the freedom of establishment.","PeriodicalId":10779,"journal":{"name":"Company Law","volume":"10 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2018-09-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"74802157","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2018-09-01DOI: 10.1093/HE/9780198722861.003.0019
B. Hannigan
The most important minority shareholder remedy is the unfairly prejudicial petition under Companies Act 2006 (CA 2006), s 994. This chapter examines petitioning on the grounds of unfair prejudice; the boundaries to unfairly prejudicial conduct; the court’s power to grant relief; and petitioning for a winding-up order on the just and equitable ground under IA 1986, s 122(1)(g). The extensive case law on the section is considered in detail. The courts look to breaches of the terms on which the business should be conducted including breaches of the CA 2006, but also breaches of the agreements underlying the parties’ relationships. Such underlying commitments are most commonly found in quasi-partnerships. The chapter examines the quasi-partnership in detail. The remedy most commonly provided by the court is a purchase order and the chapter looks at the valuation issues around such orders. It also considers the alternative remedy of a winding up on the just and equitable ground.
{"title":"19. The unfairly prejudicial remedy and the minority shareholder","authors":"B. Hannigan","doi":"10.1093/HE/9780198722861.003.0019","DOIUrl":"https://doi.org/10.1093/HE/9780198722861.003.0019","url":null,"abstract":"The most important minority shareholder remedy is the unfairly prejudicial petition under Companies Act 2006 (CA 2006), s 994. This chapter examines petitioning on the grounds of unfair prejudice; the boundaries to unfairly prejudicial conduct; the court’s power to grant relief; and petitioning for a winding-up order on the just and equitable ground under IA 1986, s 122(1)(g). The extensive case law on the section is considered in detail. The courts look to breaches of the terms on which the business should be conducted including breaches of the CA 2006, but also breaches of the agreements underlying the parties’ relationships. Such underlying commitments are most commonly found in quasi-partnerships. The chapter examines the quasi-partnership in detail. The remedy most commonly provided by the court is a purchase order and the chapter looks at the valuation issues around such orders. It also considers the alternative remedy of a winding up on the just and equitable ground.","PeriodicalId":10779,"journal":{"name":"Company Law","volume":"67 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2018-09-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"83592422","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2018-09-01DOI: 10.1093/HE/9780198722861.003.0010
B. Hannigan
The Companies Act 2006 (CA 2006) s. 172(1) requires directors to act to promote the success of the company. This chapter separates that duty into its component elements: the duty to act in good faith, promoting the success of the company for the benefit of the members as a whole, having regard to stakeholders (including employees), and considering creditors’ interests. The position of a nominee director in this scheme is considered. The pluralist debate which preceded the enactment of s 172 is addressed as well as the recent addition of further reporting obligations in order to strengthen the provision. The new s 172 statement is considered. The chapter explores in detail the evolving jurisprudence around s 172(3) and the need to have regard to creditors’ interest in certain circumstances.
{"title":"10. Duty to promote the success of the company","authors":"B. Hannigan","doi":"10.1093/HE/9780198722861.003.0010","DOIUrl":"https://doi.org/10.1093/HE/9780198722861.003.0010","url":null,"abstract":"The Companies Act 2006 (CA 2006) s. 172(1) requires directors to act to promote the success of the company. This chapter separates that duty into its component elements: the duty to act in good faith, promoting the success of the company for the benefit of the members as a whole, having regard to stakeholders (including employees), and considering creditors’ interests. The position of a nominee director in this scheme is considered. The pluralist debate which preceded the enactment of s 172 is addressed as well as the recent addition of further reporting obligations in order to strengthen the provision. The new s 172 statement is considered. The chapter explores in detail the evolving jurisprudence around s 172(3) and the need to have regard to creditors’ interest in certain circumstances.","PeriodicalId":10779,"journal":{"name":"Company Law","volume":"8 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2018-09-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"84385162","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2018-09-01DOI: 10.1093/HE/9780198722861.003.0020
B. Hannigan
This chapter discusses further aspects of shareholder remedies, namely the common law multiple derivative claim; derivative claims under Companies Act 2006 (CA 2006), Part 11; the reflective loss principle; personal actions at common law; and specific statutory rights under the CA 2006. At common law, a shareholder aggrieved by a breach of duty by a director could bring a derivative claim on behalf of the company, as an exception to the rule in Foss v Harbottle. That common law claim now remains as a common law multiple derivative claim whereas the ‘ordinary’ derivative claim now is a statutory claim under CA 2006, Part 11. This chapter explores both types of derivative claim and assesses their value to shareholders. An important constraint on shareholder recovery is the principle governing reflective loss which has recently been restated by the Supreme Court. This chapter considers the current position in the light of that development.
本章进一步探讨了股东救济的几个方面，即普通法多重派生索赔;《2006年公司法》(CA 2006)第11部分下的衍生索赔;反射损耗原理;普通法上的个人诉讼;以及《2006年条例》下的具体法定权利。在普通法上，因董事违反义务而受到损害的股东可以代表公司提出派生索赔，作为Foss v Harbottle规则的例外。普通法索赔现在仍然是普通法多重衍生索赔，而“普通”衍生索赔现在是《CA 2006》第11部分下的法定索赔。本章探讨了这两种类型的衍生债权，并评估了它们对股东的价值。对股东追偿的一个重要限制是最高法院最近重申的有关反射损失的原则。本章根据这一发展考虑目前的情况。
{"title":"20. The derivative claim and the rule in Foss v Harbottle","authors":"B. Hannigan","doi":"10.1093/HE/9780198722861.003.0020","DOIUrl":"https://doi.org/10.1093/HE/9780198722861.003.0020","url":null,"abstract":"This chapter discusses further aspects of shareholder remedies, namely the common law multiple derivative claim; derivative claims under Companies Act 2006 (CA 2006), Part 11; the reflective loss principle; personal actions at common law; and specific statutory rights under the CA 2006. At common law, a shareholder aggrieved by a breach of duty by a director could bring a derivative claim on behalf of the company, as an exception to the rule in Foss v Harbottle. That common law claim now remains as a common law multiple derivative claim whereas the ‘ordinary’ derivative claim now is a statutory claim under CA 2006, Part 11. This chapter explores both types of derivative claim and assesses their value to shareholders. An important constraint on shareholder recovery is the principle governing reflective loss which has recently been restated by the Supreme Court. This chapter considers the current position in the light of that development.","PeriodicalId":10779,"journal":{"name":"Company Law","volume":"244 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2018-09-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"74052281","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
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