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  • Boyle & Birds' Company Law

Boyle & Birds' Company Law


Ideal reading for both students on degree courses and those taking professional examinations

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"This is one of the best textbooks on company law..." Dr Konrad Osajda, University of Warsaw. See full review

Boyle & Birds' Company Law is a well established leading textbook based on Gore-Browne on Companies. It combines a comprehensive and authoritative exploration of law and practice with an examination of the theoretical issues.

The new edition has been completely update to include changes relating to
  • Case-law on members rights
  • Case-law on the duties of shadow directors
  • Cases emphasising the continuing importance of equitable principles underlying the statutory statement of directors’ duties
  • New case-law on the core directors’ duties of proper purpose and good faith, the duty of care and skill and the consequences of a breach of the no conflict principle
  • Case-law on substantial property transactions and ratification of a breach of directors’ duties
  • Supreme Court decisions in Eurosail and Nortel Networks and the Court of Appeal decision in Game Station
  • Reviews the ongoing development of the administration procedure including the controversies over prepacks and the expenses of administration.
The new edition also considers the changes in the regulation to official listing, admission to trading on regulated markets and public offering of securities following the reform of Part 6 of the Financial Services Markets Act 2000 (FSMA) under the statutory authority of the FCA.
 It also highlights the new provisions relating to the criminal liability for defective prospectus contained in the Financial Services Act 2012.
  • The Development of the Registered Company
  • The European Community and Company Law
  • Legal Personality: Its Consequences and Limitations
  • Registration, Formation and Promotion of Companies
  • The Company’s Constitution
  • Company Contracts
  • Share Capital – Allotment and Maintenance
  • Rights and Liabilities Attached to Shares: Reorganisations of Capital
  • Transfer and Transmission of Shares
  • Debentures, Charges and Registration
  • Corporate Governance
  • Membership of a Company
  • Shareholders’ Meetings
  • Accounts and Reports
  • Management of a Company
  • The Duties of Directors
  • Shareholders’ Remedies
  • The Public Issue of Securities
  • Takeovers and Mergers
  • Corporate Reconstruction and Insolvency
"A useful and thorough and comprehensive textbook. Very useful as reference for additional reading for several subjects in this course."
Andreas Rahmatian, Senior Lecturer, School of Law, University of Glasgow

"It is now (and has been for a number of years) a well-established and highly respected company law textbook...It remains one of the best textbooks on company law...It is well laid-out because each chapter is sub-divided into manageable sections: this really helps because it prevents the reader from becoming quickly lost in what is a complex but engaging area of law."
The Student Law Journal
To read the full review click here

"This new edition remains an authoritative examination of law and practice of company law and it also places theoretical issues under scrutiny. This and its plain language approach make it ideal for those studying for examinations, as well as laymen, for that matter, seeking to extend their understanding of company law...Those professionally involved directly, or even indirectly in domestic company law will find this distinguished new edition of Boyle & Birds remains as John Birds says a reliable and comprehensive guide to this diverse, difficult and complex subject."
Phillip Taylor MBE and Elizabeth Taylor of Richmond Green Chambers
To read the full review click here
To listen to the full review click here

"Clear and comprehensive"
James Mendelsohn, University of Huddersfield

"This is one of the best textbooks on company law. It is very well structured: it presents not only English company law in force, but also its origins and most important legal ideas / constructions (e.g. legal personality)."
Dr Konrad Osajda, University of Warsaw
To read the full review click here.

"The book, as always, provides excellent and accessible in-depth information. It’s very good to have an updated edition as I rely on Boyle and Birds, to advance and strengthen my own knowledge base, to a large extent."
Dr Sabine Hassler, Senior Lecturer in Law, University of the West of England

"Boyle & Birds' Company Law is a valuable and highly respected company law text book which combines exquisitely an authoritative explanation of law and practice with an examination of theoretical issues...The text is very well-written and well-researched providing the reader with an accessible and comprehensive account of company law."
German-British Chamber of Industry & Commerce

"Now in its 9th edition, Boyle & Birds' Company Law has established itself as one of the leading company law texts and, in terms of combining clarity of exposition with comprehensiveness of coverage, it is arguably without equal.
High-end, lengthy company law texts can often be dense and inaccessible. Fortunately, despite the book's length and impressive level of detail, Boyle & Birds' remains accessible and the law is explained clearly...The text has been thoroughly updated which will be a significant factor for students, as many other competitor company law texts are now several years old and, to various degrees, are out-of-date in parts...Overall, the 9th edition of Boyle & Birds' is an excellent text that continues to provide an accessible, authoritative and reliable account of the topic, which will doubtless see the text taking pride of place on many university reading lists."
Dr Lee Roach LLB PhD FHEA, School of Law, University of Portsmouth

Reviews for previous editions

"The 8th Edition of Boyle & Birds´ Company Law was released in September 2011 and provides a well structured insight into company law from registration to dissolution of a company ... In 21 detailed chapters the practical workings and responsibilities of a company’s day to day administration are described. The authors first describe the historical background of registered companies, to then present the requirements of forming a registered company and its duties and management.
Furthermore, the impacts of European Union law on the UK company law, especially the resent developments, are outlined commendably. Noteworthy case law and new regulations have likewise been included in this revision of a company law classic, i.e. cases concerning derivative claims and the UK Corporate Governance Code 2010 ... In conclusion, Boyle & Birds´ Company Law gives a comprehensive overview, which enables the professional reader to obtain a well-structured knowledge of the UK Company law."
German-British Chamber of Industry & Commerce

"The book deals effectively with Companies Act 2006 (CA 2006) and other connected reforms through a comprehensive yest compact 21 chapters totalling more than 1,100 Pages ... The strength of this book lies in its clear analysis and its effective layout and structure.... good prominence and engagement with contemporary topics like the impact of EU company Law ... The approach of the books appears to concentrate on describing and explaining the various sections in the CA 2006 which is a huge task and this has been admirably and effectively achieved ... Finally, the book as it stands provides excellent coverage of CA 2006 and perfectly suitable for company law students taking various professional law examinations as well as researchers needing a good and comprehensive understanding of the topic to build on in their particular pursuits."
Peter Yeoh, Business Law Review

"This book is nothing if not a time-saver for the hard-pressed practitioner ... Those professionally involved directly, or even indirectly in domestic company law will find this distinguished new edition of Boyle and Birds' an up-to-date, authoritative and reliable guide to this diverse and complex subject."
Phillip Taylor MBE and Elizabeth Taylor, Richmond Green Chambers

"well-researched, well-written and up-to-date account of contemporary domestic company law"
International Company and Commercial Law Review

"will take some beating as a reliable guide to the subject"

"superbly written combining authoritative text and excellent references ... excellent value for money and rightfully remains one of the leading company law texts"
Student Law Journal

"All too often, company law texts can degenerate into dense and overly technical accounts. It is therefore extremely refreshing that such a comprehensive text is also wonderfully clear and fluid. The authors are to be commended on the clarity of the writing, and this book goes a long way towards making the topic more accessible ... Highly recommended. This is now the leading text for exposition of the law and it deserves a place on any reading list"
The Times Higher Educational Supplement 

Preface to the 9th Edition

With the publication of this edition, we seek to keep the work up to date by incorporating significant case-law developments over the past three years, as well as, for example, covering the statutory changes concerning in particular the registration of company charges, further reduction of the accounting and audit requirements for smaller companies and the impact of the Financial Services Act 2012. As far as cases are concerned, the most significant are clearly the Supreme Court decisions in Prest v Petrodel Resources Ltd and VTB Capital Plc v Nutritek International Corp and these have necessitated a substantial rewrite of chapter 3 by Bryan Clark, ably assisted by Mark Leiser, PhD candidate and part time lecturer in the Law School at the University of Strathclyde, who was principal co-author of the rewritten chapter 3 and assisted with the updating of chapters 7, 8 and 18.

There have also been editorial changes for this edition. Tony Boyle has now ceased to have any active involvement, although naturally the title still reflects his vital contributions over the years. Their other commitments meant that Iain MacNeil and Christian Twigg-Flesner were unable to contribute to this edition, but we are delighted to have been joined by colleagues of theirs – Matteo Solinas from Glasgow and Mike Varney from Hull.

It is hoped that this book continues to be a reliable and comprehensive guide to this difficult subject.

Responsibilities for this edition have been as follows: John Birds (chapters 1, 4, 9, 12, 13, 15, 16 and 17 and overall editorial responsibility), Bryan Clark (chapters 3, 7, 8 and 18), Iain MacNeil (chapters 19 and 20), Gerard McCormack (chapter 21), Matteo Solinas (chapters 9, 19 and 20), Mike Varney (chapters 2, 5, 6 and 10) and Charlotte Villiers (chapters 11 and 14).

John Birds
July 2014

Download the preface 
General Editor
John Birds, LLM, FRSA, Emeritus Professor in the School of Law, University of Manchester

 Consultant Editor
A J Boyle, LLM, SJD, Barrister and Emeritus Professor of Law, Queen Mary, University of London

 Contributing Editors
Bryan Clark, Reader in Law, University of Strathclyde
 Gerard McCormack, Professor of International Business Law, University of Leeds
 Matteo Solinas, Lecturer in Corporate and Financial Law, University of Glasgow
 Michael R Varney, Lecturer in Company Law, University of Hull
 Charlotte Villiers, Solicitor, Professor of Company Law, University of Bristol
3.3 ‘The veil’ of incorporation

This section aims to answer three questions: How far does the law’s respect for the corporate form extend? Is it ever possible to ignore the veil of incorporation? Finally, what are the occasions in which the veil will be disregarded?

There are two views as to what it means to ‘pierce’, ‘set aside’, ‘lift’ or ‘go behind’ the veil of incorporation. On the one hand, it means to avoid the consequences of the separate legal personality granted to a company. This is so because (viewed widely) separate legal personality has the effect that a company’s rights and liabilities belong to the company and not its members and any step to look beyond the veil can be said to treat the liabilities or activities of a company as the rights and liabilities or activities of its shareholders. Viewed narrowly, lifting the veil is the process used by the courts to either determine what exactly is going on behind the shell of incorporation or to ignore the corporate form. This distinction is made succinctly by Lord Neuberger in VTB Capital v Nutritek.

‘Piercing the veil’ of incorporation is the term used in circumstances where shareholders have been made liable for the debts of the company or to treat the shareholders and the company as one. Other cases that look beyond the veil of incorporation refer to ‘lifting the veil’ for purposes other than holding the shareholders liable for the debts of the company. Ebrahimi v Westbourne Galleries is an example of an occasion where the courts lifted the veil on a statutory ground.

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