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Company Law Essay Help : Case List

Corporate Form and Company Formation

Corporate Form and Company Formation
What a company is, incorporation under the Companies Act 1985, types of businesses, the form of the company - sole trader, partnership or firm, limited partnerships and limited liability partnerships, the company as a legal entity capable of suing and being sued on contract.

Corporate Form Cases

Memorandum of Association

Memorandum of Association
The memorandum of association, contents, objective of the company, alteration of the memorandum.

Memorandum of Association Cases

Articles of Association

Articles of Association
Registration, use of standard articles in Table A, formalities for the Case 32/74 Friedrich Haaga GmbH [1974] ECR 1201, [1975] 1 CMLR 32, ECJ.

Share Capital

Share Capital
Share Capital - Authorised, Issued, Called up, Paid and Uncalled Share Capital and the raising

Public offers, procedures and listing

Public offers, procedures and listing
Public Share Offers and a description of the share markets including the main market, AIM, OFEX and OTC

Regulation of public offers

Regulation of public offers
Offers that are to be listed on the main market of the Stock Exchange regulated by Part VI of the Financial Services and Markets Act 2000, regulation of shares to be issued other than to the main market.

Maintenance of Capital

Maintenance of Capital
Rules relating to the maintenance of share capital and the reasons for and ways in which a company may reduce its share capital.

Shares and Membership of a Company

Shares and Membership of a Company
Who is a member of the company, subscribers to shares, the share register, rights that come.

Shares and Membership Cases

Rights of the Shareholder

Rights of the Shareholder
Different types of shares, ordinary and preference shares, and a description of the rights that come with them including inter alia the right to vote and the right to dividends

Transfer of Shares

Transfer of Shares
The nature of shares and how they are transferred, the formalities of transfer, and the transfer.

Transfer of Shares Cases

Borrowing and Charges

Borrowing and Charges
The regulation of company borrowing, powers of borrowing, lending to a company, security for the borrowing, different charges and their ranking, debentures/floating charges

Borrowing and Charges Cases

Insider Dealing and Market Abuse

Insider Dealing and Market Abuse
The effect of insider dealing on share price, definition of insider dealing, offence of insider dealing under the Criminal Justice Act 1993 Sections 52 to 54, synopsis of Case C-384/02 Criminal proceedings against Grongaard [2006] IRLR 214, ECJ.

Insider Dealing Cases

Company Meetings

Company Meetings
Types of meetings - board meetings and general meetings, annual and extraordinary general meetings, ordinary and special resolutions passed at meetings, requirements for valid resolutions

Company Meeting Cases

Directors

Directors
The rules relating to numbers of directors, who are the directors, the power to appoint, who can be a director, remuneration, removal of directors

Directors Case list

Directors' Duties

Directors' Duties
The position of directors generally, duties to the company, fiduciary duties and to whom they are owed

Directors' Duties Case List

Officers of the Company

The Officers of the Company
The officers of the company, who is an officer, the manager of the company, the secretary and rules on who can be a secretary, the directors of the company.

Officers of the Company Cases

Minority Protection

Minority Protection and Actions by Shareholders
The protection of the minority shareholders, rights of action against the majority, applications to the court, unfairly prejudicial conduct under Part XVII of the Companies Act 1985

Minority Protection Cases

Winding-up up by the Court

Winding-up up by the Court
The circumstances under which a company may be wound up by the Court as regulated by the Insolvency Act 1986 and the winding up of partnerships under the Insolvency Act 1986 section 122(1)(a), and the Limited Liability Partnerships Regulations 2001, SI 2001/1090, Sch 3

Example case

Voluntary winding up

Voluntary winding up
The circumstances under which a company or a partnership may be wound up voluntarily, under the Insolvency Act 1986, Limited Liability Partnerships Regulations 2001, SI 2001/1090, Regulation 5, Schedule 3

The nature of the partnership

The nature of the partnership
The nature and definition of a partnership, the statutory definition, use of the word firm and the relationship between the partners, sleeping or dormant partners

Example cases

Formation of the partnership

Formation of the partnership
Evidence of formation of partnership, consideration of written and oral evidence

Example Cases

Passing Off

Passing Off
An explanation of passing off, the necessary elements for passing off including misrepresentation, and some examples of passing off cases.

Example Cases

Company Law Reform in the European Union

  • Company Law Reform in the European Union
    The EC EU European Community consideration of the reform of Company Law including the proposed plan in Modernising Company Law and Enhancing Corporate Governance in the European Union - A Plan to Move Forward (Com (2003) 284 final, 21.5.2003).

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