8. Members’ remedies

Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter discusses the three principal remedies provided by law to members of a company: the derivative claim under Pt 11 of the Companies Act 2006 (CA 2006); the unfair prejudice remedy under Pt 30 of the CA 2006; and the petition for winding up the company under s 122 of the Insolvency Act 1986 (IA 1986).

3. The constitution of the company

Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter discusses the company constitution. A company’s constitution consists primarily of the articles of association and agreements and resolutions affecting the company’s constitution. The constitution forms a statutory contract between the company and its members, and between the members themselves, but only those provisions relating to membership rights will constitute terms of the statutory contract. A company can alter its articles by passing a special resolution, although statute and the common law restrict a company’s ability to alter its articles.

7. Capital and capital maintenance

Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter discusses the two principal types of capital that companies acquire: share capital (capital obtained by selling shares) and debt capital (capital borrowed from others). Having obtained share capital through the selling of shares, the law requires that the company ‘maintain’ that capital by not distributing it in unauthorized ways, notably by prohibiting companies from returning capital to the shareholders prior to liquidation.

6. Corporate governance

Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter discusses the UK corporate governance system and some of the key corporate governance topics. It begins by looking at what corporate governance is and how the UK’s corporate governance system has evolved. The chapter then discusses the effectiveness of the ‘comply or explain’ approach. It also discusses a number of key corporate governance mechanisms, namely institutional investors, non-executive directors, and directors’ remuneration.

2. Incorporation

Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter discusses the process of incorporation and the advantages and disadvantages of conducting business through a company. The three principal methods by which a company can be incorporated are: incorporation by Act of Parliament, incorporation by Royal Charter, and incorporation by registration. The advantages of incorporation include perpetual succession, asset ownership, and the ability to commence legal proceedings. The disadvantages of incorporation include increased formality, regulation, publicity, and civil liability.

4. Directors

Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter focuses on company directors. Every private company must have at least one director, while every public company must have at least two. Directorsʼ duties are now found in the Companies Act 2006, which provides for seven general duties that directors owe to the company. A director’s term of office can terminate in several ways including resignation, retirement, or removal. The courts can also disqualify a person from acting as director.

9. Corporate rescue and liquidation

Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter discusses the various procedures available to companies experiencing financial difficulties that are so severe that the company’s survival is in jeopardy. It focuses on procedures that aim to help struggling companies (such as administration); help creditors recover monies owed (such as receivership); and commence the process of ending the company’s existence and provide for the distribution of its remaining assets (namely winding up).

5. Members

Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter focuses on one of the vital roles played by members of a company, namely their ability to make decisions. A significant amount of power is placed into the hands of members and numerous key decisions are reserved for them alone. This chapter looks at the rules by which general meetings are run and discusses the effectiveness of the general meeting.

1. Business structures

Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter discusses the four principal business structures in the UK, namely the sole proprietorship, ordinary partnership, limited liability partnership (LLP), and company. The LLP and the company are created via a process called incorporation and are therefore known as incorporated business structures or, as they are referred to in their respective statutes, as ‘bodies corporate’. The sole proprietorship and the ordinary partnership are not created via incorporation and so are known as unincorporated business structures.