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  • Gore-Browne on Companies

Gore-Browne on Companies


The pre-eminent source for interpreting and applying company legislation

Gore-Browne on Companies is the definitive authority on company law. From constitution through to liquidation, it provides comprehensive answers to questions about directors' duties, share capital, mergers, insolvency and much more. In addition there is a regular bulletin tracking all the latest cases with related transcript, consolidated company law database and destination tables. Since 1873, Gore-Browne on Companies has kept solicitors and barristers at the cutting edge of company law and practice.

For an example of how Gore-Browne on Companies can provide clear, comprehensive and authoritative commentary on a specific issue that a corporate practitioner may face (what does it mean when the articles of association state that a dividend be distributed to shareholders ‘in proportion to their shares’), read more...

Gore-Browne on Companies is a trusted resource and a complete reference service. Key features are as follows:

  • A clear, logical structure which guarantees ease of use, enabling you to find essential information quickly.
  • Regular updates which assist your awareness of new case-law, practice developments and changes in legislation, including Bulletin updates incorporated into the relevant sections of the text*.
  • Gore-Browne Special Release includes a series of articles and a compendium of the year's case digests.
  • Regular Bulletins provide an update on the latest company law developments, digests of important cases and key statutory instruments.
  • Case transcripts - so you can check the original source.*

*online only

It is relied upon by thousands of lawyers across the legal profession:

  • Solicitors practising company and commercial law
  • Barristers practising company, commercial and insolvency law
  • In-house lawyers
  • Public sector lawyers
  • Accountants
  • Company secretaries
  • Academics
To arrange your FREE trial to the online service or to find out how a print or online subscription to will benefit your day-to-day work contact our Account Management Team today.

Explanation of the work
Table of abbreviations
Table of derivations for EEC Treaty Articles
Gore-Browne Bulletin
Table of Cases
Table of Statutes
Table of Statutory Instruments
Table of Insolvency Rules
Table of Scottish Insolvency Rules
Table of EC Legislation


  • The UK Framework
  •  The European Framework
  •  Registration of Companies 
  • Names and Registered Offices
  • Registrars of Companies
  • Companies Not Formed Under the Companies Legislation
  • Overseas Companies



  • The Constitution
  • Legal Personality
  • Attribution and Crimes
  • Transactions Binding the Company
  • Pre-Incorporation Issues



  • Membership of a Company
  • Register of Members
  • Beneficial Ownership
  • Resolutions
  • Written Resolutions of Private Companies
  • Meetings
  • Notice of Meetings
  • Conduct of Meetings
  •  Records and Disclosure of Meetings, Resolutions and Polls


  • Directors – Appointment and Removal
  • Management of a Company
  • Directors’ Duties
  • Directors’ Specific Obligations
  • Relief from Liability



  • Derivative and Direct Shareholder Claims
  • Unfair Prejudice
  • Investigations
  • Disqualification





  • Types of Shares, Rights and Liabilities
  • Allotment of Shares
  • Transfer of Shares
  • Introduction to the Maintenance of Share Capital
  • Acquisition by a Company of its Own Shares
  • Financial Assistance by a Company for the Acquisition of its Own Shares
  • Dividends
  • Capital Reorganisations



  • Types of Loans and their Rights
  • Restrictions, Guarantees and Trustees
  • Transfers and Variations
  • Creating Charges
  • Registration of Charges



  • The European Framework
  • Register of Directors and of Interests in Voting Shares
  • Annual Returns
  • Accounts and their Publication
  • Form and Content of Accounts
  • Form and Content of Directors’ Reports
  • Filing and Defective Accounts
  • Appointment and Removal of Auditors
  • Functions and Liability of Auditors



  • The European Framework
  • The UK Framework
  • Obtaining an Equity Listing
  • Continuing Obligations
  • Market Misconduct
  • Liability for Information


  • Europe and Takeovers
  • Takeover Code
  • Reconstruction and Amalgamation



  • Corporation Tax
  • Rates of Corporation Tax, Computation and Losses
  • Debt, Equity and Distributions



  • Introduction to Restructuring and Insolvency
  • Debenture Holders’ Remedies and Receivers
  • Voluntary Arrangements
  • Administration
  • European and International Insolvency
  • Administrative Receivership
  • Floating Charges and Receivers in Scotland



  • Compulsory Liquidation: Grounds
  • Compulsory Liquidation: Procedure
  • Voluntary Liquidation: Procedure
  • Liquidators and Collection of Assets
  • Claims Against the Company
  • Application of Funds and Dissolution
  • Civil and Criminal Liabilities and Office-holder’s Powers of Investigation
  •  Financial Markets and Insolvency



Companies and the Conflict of Laws

  • Filing Record
  • Request for missing pages
  • Change of address
  • Checklist of page
"I have always been able to rely on Gore-Browne for its accuracy,currency and its range of subject matter from directors duties, share capital, schemes,securities, right through to insolvency ... I often use Gore-Browne Online as it enables me to go directlyfrom the discussion in the text to a case transcript. The search functionalityis good and lets me search quickly for the issues I want to know about. I haveno hesitation in recommending Gore-Browne to anyone who is practisingand/or researching company and insolvency law."
Caroline Waterworth, Barrister

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"This two-volume work by Alistair Alcock, Lord Millet and Michael Todd QC is where the details of all aspects of company law are to be found in our great common law system...As practitioners, we cannot do without these works to carry out our professional duties properly..."Gore-Browne on Companies" is therefore a world leader for Company Law. There are regular updates which form the basis for this loose leaf reference work format. There is also an online service which is particularly relevant to today's savvy web user"

An appreciation by Phillip Taylor MBE and Elizabeth Taylor of Richmond Green Chambers

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Editor In Chief

The Rt Hon the Lord Millett A Lord of Appeal in Ordinary

Consultant Editor

Michael Todd QC Erskine Chambers, London

General Editor

Alistair Alcock MA, FCSI, Barrister, Emeritus Professor and former Deputy Vice-Chancellor, University of Buckingham

Advisory Board

Peter Arden QC Erskine Chambers, London
Richard Calnan Partner, Norton Rose Fulbright
Paul Crook Global Head of Corporate Know-How and Training, Allen & Overy LLP
Stephen Mathews Partner, Allen & Overy LLP
Carol Shutkever Partner, Herbert Smith Freehills LLP, London
Andrew Stafford QC Kobre & Kim LLP, London

Commonwealth Editor

Andrew Keay LLB; M Div; LLM; PhD, Barrister, Kings Chambers, Manchester, Leeds and Birmingham, and Professor of Corporate and Commercial Law, Centre for Business Law and Practice, School of Law, University of Leeds

Scottish Editor

David A Bennett MA, LLB, WS, Solicitor

Editor Emeritus

A J Boyle LLM, SJD, Barrister of Gray's Inn, Emeritus Professor of Law, University of London, Honorary Fellow of the Society of Advanced Legal Studies


Catherine Addy QC MA, LLM (Cantab), Barrister, Maitland Chambers
Deirdre Ahern PhD, LLB, LLM, Solicitor, Associate Professor, Fellow Trinity College Dublin, School of Law, Trinity College, Dublin
Alistair Alcock MA, FCSI, Barrister, Emeritus Professor and former Deputy Vice-Chancellor, University of Buckingham
David Allison QC MA (Cantab), Barrister, South Square
Kate Ball-Dodd LLB (Hons), Partner, Corporate & Securities, Mayer Brown International LLP, London
Nigel Banerjee LLB, Visiting Lecturer, The Dickson Poon School of Law, King’s College London
Julia Beer MA, Barrister, Selborne Chambers
Camilla Bingham QC BA (Oxon), Barrister, One Essex Court, Temple
John R Birds LLM, Emeritus Professor in the School of Law, University of Manchester, Honorary Professor in the School of Law, University of Sheffield and Honorary Professor, School of Law, University of Exeter
Andrew Bretherton BA, MA (Oxon), Partner, Freeths
Chris Brockman LLB, Barrister, Guildhall Chambers, Bristol
Louis Doyle LLB, LLM, Barrister, Kings Chambers, Manchester, Leeds and Birmingham, 9 Stone Buildings, Lincoln's Inn
Robert Flanigan JD, Member of the New York Bar, Avocat à la Cour, Partner, Finance, Mayer Brown International LLP, London
Geoffrey Fuller MA (Oxon), Partner, Allen & Overy LLP
Carsten Gerner-Beuerle Assessor iur, LLM, MSc, PhD, Associate Professor of Law, London School of Economics and Political Science
Marcus Haywood BA (Oxon), Barrister, South Square
Tina Kyriakides MA (Cantab), Barrister, Radcliffe Chambers, Lincoln's Inn
Joseph Lee PhD, Senior Lecturer in Law, Exeter Law School
Gemma Long Of Counsel, Norton Rose Fulbright
Gerard McCormack BCL, LLM, PhD, Barrister (Ireland), Professor of International Business Law and Director of the Centre for Business Law and Practice, University of Leeds
Eva Micheler Reader in Law, Department of Law, London School of Economics
Susan Morgan BA (Hons), MSc, FIPA, FABRP, Director, Enigma Resource Group
Kathleen O'Reilly Member of the Company Law Committee of the Law Society (England and Wales) and Lecturer in Legal Practice, University of South Wales
Rebecca Page MA (Cantab), Barrister, Maitland Chambers
Matthew Parfitt MA (Oxon), Barrister, Erskine Chambers
Tim Prudhoe Barrister, Kobre & Kim LLP
Stefan Ramel LLB, LLM (Cantab), Barrister, Guildhall Chambers, Bristol
David Southern QC MA, DPhil, MPhil, Barrister, CTA, Temple Tax Chambers; Visiting Professor, Centre for Commercial Law Studies, Queen Mary, University of London
James Stonebridge Partner, Norton Rose Fulbright
Arielle Tatur (nee Goodley) Associate, MENA Dispute Resolution Practice, Freshfields Bruckhaus Deringer, Dubai
Hannah Thornley MA (Cantab), BCLA (Oxon), Barrister, South Square
Peter Tyers-Smith Barrister, Harneys
Paul Vine LLB, MBA, Partner, Norton Rose Fulbright
Rafal Zakrzewski BA, LLB (UQ), DPhil (Oxon), Solicitor, Counsel, Clifford Chance, Affiliated Lecturer, University of Cambridge


Fiona Macmillan BA, LLB (UNSW), LLM (Lond), Solicitor (NSW), FRSA 
2017 Print Subscription Information
2-volume looseleaf
£1476.00 main work + p&p
7 updates per year (last update also includes a Special Release) all invoiced on publication, approximately £202.00 each. You will continue to receive updates until you countermand this.
10 'Gore-Browne Bulletins' per year
Pay as you go subscription

Update 136 September 2017

Issue 136 includes amendments to 10 chapters, namely Chapter 10A (Register of Members); 11A (Written Resolutions of Private Companies); 12B (Conduct of Meetings); 19 (Unfair Prejudice); 20 (Investigations); 20A (Disqualification); 40 (Obtaining an Equity Listing); 41 (Continuing Obligations); 46 (Reconstruction and Amalgamation); and 54A (Floating Charges and Receivers in Scotland). Chapter 54A has been amended for Scottish developments only.

Gore-Browne is delighted to welcome new contributors Simon Johnson, Enterprise Chambers, and Tony Beswetherick, 20 Essex Street Chambers, as the new contributors for Chapter 46.

Professor John Birds, Emeritus Professor at the Universities of Manchester, Sheffield and Exeter, has reviewed Chapters 10A, 11A and 12B and incorporated new cases. Chapter 10A includes the new case of Kings Court Trust Ltd v Lancashire Cleaning Services [2017] EWHC 1094 (Ch) concerning the appointment of a director by a member.

Chapters 11A and 12B each discusses Puzitskaya v St Paul’s Mews (Islington) Ltd [2017] EWHC 905 (Ch) and the issues concerning statutory written resolutions and one vote per member respectively. 

Chapter 19 has been updated comprehensively by Julia Beer, Selborne Chambers. Employment is examined with various discussions concerning, among others, breach of the employment service agreement forming part of unfair prejudice by reference to the case of Wootliff v Rushton-Turner [2016] EWHC 2802 (Ch). The 2017 case of Pinfold v Ansell [2017] EWHC 889 (Ch) is also reviewed concerning equitable considerations. There is also further analysis of the remedies available to the court, procedure and arbitration.

Chapter 20 has only necessitated minor updating by Camilla Bingham QC, One Essex Court. The case of Gold Nuts Ltd v Revenue & Custom Commissioners [2016] UKFTT 82 (TC) is commented on as it relates to self-incrimination. Chapter 20A has minor updating only. 

Chapter 40 has been updated throughout by Kate Ball-Dodd and Robert Flanigan, Partners at Mayer Brown International. The chapter has been brought comprehensively up to date and, among other things, the FCA Review and NEX Exchange Market are discussed.

Chapter 41 has been reviewed by General Editor, Emeritus Professor Alistair Alcock, and incorporates detailed updating, which includes changes to the various rules, aggregated interests, corporate governance and new sections on institution of shareholders, associations and controlled companies.

Chapter 46 has been reworked by Simon Johnson and Tony Beswetherick and looks at schemes, mergers and divisions of public limited companies, transfer of company’s assets, and takeovers.

David Bennett, the Scotland Editor to Gore-Browne, has added the latest Scottish developments to Chapter 54A.

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