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Company Law

Analysis - guidance - compliance

06 JAN 2015

Update 118

Update 118
Update 118 includes changes and developments in the following chapters: 3A (Company and Business Names); 6 (The Constitution); 7 (Legal Personality); 14 (Management of a Company); 18 (Derivative and Direct Shareholder Claims); 19 (Unfair Prejudice); 38 (The European Framework); 39 (The UK Framework); 47 (Corporation Tax); 48 (Computation); 52 (Administration); 55 (Compulsory Liquidation: Grounds); and 56 (Compulsory Liquidation: Procedure).

Chapter 3A has been reviewed by Gore-Browne’s General Editor, Professor Alistair Alcock, University of Buckingham. He considers the Company Names Tribunal and two 2014 decisions, CG Fixings Ltd v Power Tool World Ltd and Agility (UK) Ltd v Agility Group (GB) Ltd. Professor Alcock looks in particular detail at the defences used in tribunals with reference to CG Fixings.

Chapter 6 and Chapter 7 are both also updated by Professor Alcock. In Chapter 6, the 2014 case of Jackson v Dears is included in relation to how one construes a company’s articles when it comes to whether or not a director can be removed. In Chapter 7, Professor Alcock provides further examination of defences that have been used when the company is alleged to have committed a tort or a criminal act. Piercing the veil is looked at again, this time more with reference to the Proceeds of Crime Act 2002 via Threlfall v ECD Insight Ltd(2013) GBC 081.

Chapter 38 has been updated by Gore-Browne’s EU editor, Dr Carsten Gerner-Beuerle, LSE. It has been reviewed throughout to ensure the European framework is fully up to date with all the latest developments. This chapter includes key Directives such as MiFID II, the Prospectus Directive, the Market Abuse Directive and the Transparency Directive. Commentary on the Transparency Directive has been expanded to analyse more comprehensively all the changes that have been made to it since its adoption.

Chapter 39 has undergone some routine updating by Professor Alcock and also notes a couple of case developments under pooled land banking schemes, FCA v Capital Alternatives Ltd(2014) GBC 11, and Asset Land Investments plc v FCA(2014) GBC 16.

Chapter 47 has been amended by Dr David Southern, Temple Tax Chambers, to include further information on payment of corporation tax.

Dr Southern has renamed Chapter 48 as ‘Computation’. The same content and themes are retained but there is a new section on capital allowances.

The following chapters have been updated to include new cases decided in Australia: 14, 18, 19, 52, 55 and 56.

The inclusion of Commonwealth authorities within Gore-Browne is intended to assist readers by providing guidance from judgments from, say, Australia, to those parts of company law in England and Wales where there has been little case-law or examples of how similar legislative provisions work in practice.

Trade Marks

Law and Practice

A concise account of UK trade marks law within the European and international context.

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Available in Commercial Law Online
Gore-Browne on Companies

Gore-Browne on Companies

The pre-eminent source for interpreting and applying company legislation

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Available in Company Law Online
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