Clearly written and structured in a way which makes it eminently readable and comprehensible to students
Includes coverage of both corporate governance and insolvency
Attention is paid across all topics to the European dimension of company law. Reference is made to measures such as the Shareholder Rights Directive, the Accounting Directives and the Audit Directive, the proposal for a European Private Company Statute, as well as the ECJ case law on corporate mobility
Includes a detailed review of the key issues in shareholder remedies including the new derivative claim and its relationship with the famous rule in Foss v Harbottle
New to this Edition:
Recent Supreme Court decisions which are considered include Prest v Petrodel Resources Ltd [2013] and VTB Capital plc v Nutritek International Corporation [2013] addressing corporate veil issues; FHR European Ventures v Cedar Capital Partners LLC [2014] on proprietary relief for bribes and secret commissions; Williams v Central Bank of Nigeria on limitation issues affecting trustees and those who assist in breach of trust
Significant Court of Appeal decisions which are considered include the nature of de facto directorship in Smithton v Naggar [2014]; the duties of care and skill expected of directors in Newcastle International Airport v Eversheds [2013] and Weavering Capital v Dabbia [2013]; the limits to access to the register of members in Burry & Knight v Knight [2014]; the power to disenfranchise shareholders in Eclairs Group Ltd v JKX Oil & Gas plc [2014]; the use of Duomatic to establish shareholder assent to a director's conflict of interest in Sharma v Sharma [2013]; the unfairly prejudicial remedy in Graham v Every [2014]; dishonest assistance in Novoship (UK) Ltd v Nikitin [2014]; the duty of care of a parent company to a subsidiary's employees in Thompson v The Renwick Group plc [2014]; and legal personality and freezing orders in Lakatamia Shipping Co v Su [2014]
Key High Court rulings which are considered include, Abouraya v Sigmund [2014] and UPMS Ltd v Fort Gilkicker Ltd [2013] on the availability of multiple derivative claims; together with important decisions on the need to have regard to creditors' interests including Re HLC Environmental Projects, Hellard v Carvalho [2013]; on the duties and role of shadow directors in Vivendi v Richards [2013] and Secretary of State v Chohan [2013]; on bribes and secret commissions in Airbus Operations Ltd v Withey [2014], and dishonest assistance in Goldtrail Travel Ltd v Aydin [2014]
Legislative measures to note include changes to narrative reporting in the form of a strategic report, to the content and voting requirements governing directors' remuneration reports, and to the registration of company charges
Where possible changes to be effected by the Small Business, Enterprise and Employment Bill currently before Parliament are included, such as the prohibition of corporate directors, changes to the disqualification regime and the introduction of a register of people with significant control
The new edition also reflects the 2014 UK Corporate Governance Code, the Sharman Report on Going Concern and Liquidity Issues, and the Kay Review of UK Equity Markets together with European developments, especially proposed changes to the Shareholders' Rights Directive and the proposal for a Societas Unius Personae (SUP) and the new Accounting and Audit Directives
