The limited company is the dominant type of organisational structure for businesses operating in the UK it is the best available mechanism for raising finance and diversifying financial risk. This book identifies the company as a financing vehicle and explains how the law facilitates the raising of finance by providing the corporate form and methods of financing that match the changing needs of a business through its life. The approach sets this book apart from other legal texts and provides it with its distinctive orientation. The rules relating to share capital, debt finance and public offers of securities are clearly explained with emphasis throughout on their practical operation and on the interests that these requirements are intended to protect. Topical corporate finance issues, such as the ways in which companies can return value to their shareholders, are examined. The corporate governance implications of raising finance from external investors are considered. Keycorporate governance issues such as the role of non-executive directors and institutional investors are analysed. For companies that have outside investors, market driven codes of best practice and Stock Exchange requirements can be just as important as the companies legislation and case law. Through the programme of harmonisation, European law now exerts a major influence. These different strands of law and regulation are woven together in the book and there is a timely discussion of areas where reform is necessary or desirable. This is the first book in the UK to deal with the technicalities of company law within a wider framework that recognises the importance of market forces and corporate governance and which seeks to explain to wider audience issues about corporate finance theory and practice that are familiar to financial economists. This is will enable students to develop a wider and more realistic understanding of the operation of company law than is provided by existing texts.

The second edition of this acclaimed book continues to provide a discussion of key theoretical and policy issues in corporate finance law. Fully updated, it reflects developments in the law and the markets in the continuing aftermath of the Global Financial Crisis. One of its distinctive features is that it gives equal coverage to both the equity and debt sides of corporate finance law, and seeks, where possible, to compare the two. This book covers a broad range of topics regarding the debt and equity-raising choices of companies of all sizes, from SMEs to the largest publicly traded enterprises, and the mechanisms by which those providing capital are protected. Each chapter analyses the present law critically so as to enable the reader to understand the difficulties, risks and tensions in this area of law, and the attempts made by the legislature and the courts, as well as the parties involved, to deal with them. This book will be of interest to practitioners, academics and students engaged in the practice and study of corporate finance law.

With the additional contribution of Look Chan Ho, an expert in the field of corporate finance, this thoroughly revised and updated second edition of Ferran's 'Principles of Corporate Finance Law' explores the relationship between law and finance.

UNDERSTANDING COMPANY LAW 3RD EDITION is a textbook for non-law students at polytechnics and universities studying the law of companies and business organisations. Providing an excellent balance between theory, case law and practice, UNDERSTANDING COMPANY LAW covers the essential concepts of company law, business organisations, financial markets and takeovers in a clear and straightforward manner.

This three-volume book constitutes the first attempt to define corporate finance law as an independent field of law with its own principles and tools. The book also contains a unique theory of corporate governance with the firm as the most important principal.

Corporate law and corporate governance have been at the forefront of regulatory activities across the world for several decades now, and are subject to increasing public attention following the Global Financial Crisis of 2008. The Oxford Handbook of Corporate Law and Governance provides the global framework necessary to understand the aims and methods of legal research in this field. Written by leading scholars from around the world, the Handbook contains a rich variety of chapters that provide a comparative and functional overview of corporate governance. It opens with the central theoretical approaches and methodologies in corporate law scholarship in Part I, before examining core substantive topics in corporate law, including shareholder rights, takeovers and restructuring, and minority rights in Part II. Part III focuses on new challenges in the field, including conflicts between Western and Asian corporate governance environments, the rise of foreign ownership, and emerging markets. Enforcement issues are covered in Part IV, and Part V takes a broader approach, examining those areas of law and finance that are interwoven with corporate governance, including insolvency, taxation, and securities law as well as financial regulation. The Handbook is a comprehensive, interdisciplinary resource placing corporate law and governance in its wider context, and is essential reading for scholars, practitioners, and policymakers in the field.

Thoroughly revised and rewritten to take into account the fundamental changes brought about by the Companies Act 2006, this new edition of Pettet's 'Company Law' provides a thought provoking textbook on all areas of Company and Capital Markets Law as covered on university courses.

This book advances a real entity theory of company law, in which the company is a legal entity which acts autonomously in law, and company law establishes procedures facilitating autonomous organisational decision-making. The theory builds on the insight that organisations or firms are a social phenomenon outside of the law and that these are autonomous actors in their own right. They are more than the sum of the contributions of their participants and they act independently of the views and interests of their participants. This occurs because human beings change their behaviour when they act as members of a group or an organisation; in a group we tend to develop and conform to a shared standard, and when we act in organisations habits, routines, processes, and procedures form and a culture emerges. These take on a life of their own affecting the behaviour of the participants. Participants can affect organisational behaviour but this takes time and effort. Company law finds this phenomenon and supplies it with a structure supporting autonomous action by organisations. The real entity theory advanced in this book explains company law as it stands at a positive level. Legal personality overcomes the problems that organisations are social rather than brute facts and that there is no unique physical manifestation permanently associated with an organisation. The corporate constitution is not a contract - it is best characterised as an instrument adopted on a statutory basis through private action. Shareholders cannot limit the capacity of companies or the authority of the board to bind the company in contract and companies are liable in tort and crime. The statute creates roles for shareholders, directors, a company secretary, and auditors and so facilitates a process leading to organisational action. The law also integrates the interests of creditors and stakeholders.

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