PART I The Corporate Structure
1: Formation, classification and registration of companies
2: The framework of company law
3: Corporate personality
4: Rules of attribution - corporate acts and liabilities
5: The company constitution
PART II Corporate Governance - Directors' Roles and Responsibilities
6: Corporate governance - board structure and shareholder engagement
7: Board composition - appointment and removal of directors
8: A statutory statement of directors' duties
9: Duty to act within constitution and powers
10: Duty to promote the success of the company
11: Duty of care, skill and independent judgement
12: Duty to avoid a conflict of interest
13: Specific conflicts - CA 2006, Part 10, Ch 4 and Ch 4A
14: Directors' liabilities for breach of duty
15: Directors' liabilities and vulnerable transactions on insolvency
PART III - Corporate Governance - Shareholders' Rights and Remedies
16: Membership and the incidents of membership
17: Decision-making and company meetings
18: Informed shareholders and stakeholders - disclosure and the limited company
19: The unfairly prejudicial remedy and the minority shareholder
20: The derivative claim and the rule in Foss v Harbottle
PART IV Corporate Finance - Share and Loan Capital
21: Share capital - capital raising and payment
22: The doctrine of capital maintenance
23: Loan capital - secured creditors and company charges
PART V - Corporate Liquidation
24: Liquidation and dissolution - winding up the insolvent company
Index

Employing a practical and contextual approach, this student text covers developments in the self-regulation of corporate governance, which is becoming global due to the activities of the OECD and World Bank. (Source: WorldCat)