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Gore-Browne on Companies

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Table of Contents

VOLUME 1 Contents Contributors Explanation of the work Table of abbreviations Table of derivations for EEC Treaty Articles COMPANIES ACT 2006 LEGISLATION TRACKER COMPANIES ACT 2006 DESTINATION TABLES BULLETIN Gore-Browne Bulletin TABLES Table of Cases Table of Statutes Table of Statutory Instruments Table of Insolvency Rules Table of Scottish Insolvency Rules Table of EC Legislation PART I COMPANIES AND OTHER ASSOCIATIONS 1 The UK Framework 2 The European Framework 3 Registration of Companies 3A Names and Registered Offices 3B Registrars of Companies 4 Companies Not Formed Under the Companies Legislation 5 Overseas Companies PART II CONSTITUTION AND PERSONALITY 6 The Constitution 7 Legal Personality 7A Attribution and Crimes 8 Transactions Binding the Company 9 Pre-Incorporation Issues PART III MEMBERS 10 Membership of a Company 10A Register of Members 10B Beneficial Ownership 11 Resolutions 11A Written Resolutions of Private Companies 12 Meetings 12A Notice of Meetings 12B Conduct of Meetings 12C Records and Disclosure of Meetings, Resolutions and Polls PART IV DIRECTORS AND MANAGEMENT 13 Directors - Appointment and Removal 14 Management of a Company 15 Directors' Duties 16 Directors' Specific Obligations 17 Relief from Liability PART V ENFORCEMENT OF DUTIES 18 Derivative and Direct Shareholder Claims 19 Unfair Prejudice 20 Investigations 20A Disqualification Index VOLUME 2 Contents PART VI SHARE CAPITAL 21 Types of Shares, Rights and Liabilities 22 Allotment of Shares 23 Transfer of Shares 23A Introduction to the Maintenance of Share Capital 24 [Deleted] 24A Acquisition by a Company of its Own Shares 24B Financial Assistance by a Company for the Acquisition of its Own Shares 25 Dividends 26 Capital Reorganisations PART VII LOANS 27 Types of Loans and their Rights 28 Restrictions, Guarantees and Trustees 29 Transfers and Variations 30 Creating Charges 31 Registration of Charges PART VIII GENERAL DISCLOSURE REQUIREMENTS 32 The European Framework 33 Register of Directors and of Interests in Voting Shares 34 Annual Returns 35 Accounts and their Publication 36 Form and Content of Accounts 36A Form and Content of Directors' Reports 37 Filing and Defective Accounts 37A Appointment and Removal of Auditors 37B Functions and Liability of Auditors PART IX QUOTED COMPANIES 38 The European Framework 39 The UK Framework 40 Obtaining an Equity Listing 41 Continuing Obligations 42 Market Misconduct 43 Liability for Information PART X TAKEOVERS AND MERGERS 44 Europe and Takeovers 45 Takeover Code 46 Reconstruction and Amalgamation PART XI TAXATION 47 Corporation Tax 48 Rates of Corporation Tax, Computation and Losses 48A Debt, Equity and Distributions PART XII FINANCIAL DIFFICULTIES 49 Introduction to Restructuring and Insolvency 50 Debenture Holders' Remedies and Receivers 51 Voluntary Arrangements 52 Administration 53 European and International Insolvency 54 Administrative Receivership 54A Floating Charges and Receivers in Scotland PART XIII LIQUIDATION 55 Compulsory Liquidation: Grounds 56 Compulsory Liquidation: Procedure 57 Voluntary Liquidation: Procedure 58 Liquidators and Collection of Assets 59 Claims Against the Company 60 Application of Funds and Dissolution 61 Civil and Criminal Liabilities and Office-holder's Powers of Investigation 62 Financial Markets and Insolvency PART XIV CONFLICT OF LAWS 63 Companies and the Conflict of Laws Index Filing Record Request for missing pages Change of address Checklist of pages

About the Author

A Lord of Appeal in Ordinary Erskine Chambers, London

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