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Gore-Browne on Companies

£1,393.00

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. As the Companies Act 2006 changes the legal landscape, this reliability matters more than ever.

Gore-Browne on Companies is a trusted resource and a complete reference service. It offers:
  • A clear, logical structure guarantees ease of use, enabling you to find essential information quickly.
  • Regular updates assist your awareness of new case-law, practice developments and changes in legislation, including Bulletin updates incorporated into the relevant sections of the text*.
  • Companies Act 2006 Legislation Tracker sets out when the provisions of the Companies Act 2006 came into force.
  • Destination Tables show the origin of the provisions of the 2006 Act.
  • 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 14-day trial to the online service or to find out how a print or online subscription to Gore-Browne on Companies will benefit your day-to-day work contact our Account Management Team today.
CONTENTS
VOLUME 1

Contents
Contributors
Explanation of the work
Table of abbreviations
Table of derivations for EEC Treaty Articles
COMPANIES ACT 2006 LEGISLATION TRACKER
COMPANIES ACT 2006 DESTINATION TABLES
BULLETIN
Gore-Browne Bulletin
TABLES
Table of Cases
Table of Statutes
Table of Statutory Instruments
Table of Insolvency Rules
Table of Scottish Insolvency Rules
Table of EC Legislation

PART I
COMPANIES AND OTHER ASSOCIATIONS

  • 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

PART II

CONSTITUTION AND PERSONALITY

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

PART III

MEMBERS

  • 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

PART IV

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

PART V

ENFORCEMENT OF DUTIES

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

Index

VOLUME 2
Contents

PART VI

SHARE CAPITAL

  • 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

PART VII

LOANS

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

PART VIII

GENERAL DISCLOSURE REQUIREMENTS

  • 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

PART IX

QUOTED COMPANIES

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

PART X
TAKEOVERS AND MERGERS

  • Europe and Takeovers
  • Takeover Code
  • Reconstruction and Amalgamation

PART XI

TAXATION

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

PART XII

FINANCIAL DIFFICULTIES

  • 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

PART XIII

LIQUIDATION

  • 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

PART XIV

CONFLICT OF LAWS

Companies and the Conflict of Laws
Index

  • 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, Professor and 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

Contributors

Catherine Addy MA, LLM (Cantab), Barrister, Maitland Chambers
Deirdre Ahern PhD, LLB, LLM, Solicitor, Assistant Professor, Fellow Trinity College Dublin, School of Law, Trinity College, Dublin
Alistair Alcock MA, FCSI, Barrister, Professor and Acting Vice-Chancellor, University of Buckingham
David Allison QC MA (Cantab), Barrister, South Square
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
Andrew Bretherton BA, MA (Oxon), Partner, Freeths
Chris Brockman LLB, Barrister, Guildhall Chambers, Bristol
Ming Chung LLB, Barrister
Jeffrey Cox FCA, BSc (Hons), Technical Senior Manager, Crowe Clark Whitehill LLP
Louis Doyle LLB, LLM, Barrister, Kings Chambers, Manchester, Leeds and Birmingham, 9 Stone Buildings, Lincoln's Inn
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
Jeremy Goldring QC BA (Oxon), Barrister, South Square
Marcus Haywood BA (Oxon), Barrister, South Square
Tina Kyriakides MA (Cantab), Barrister, Radcliffe Chambers, Lincoln's Inn
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
Kathleen O'Reilly Consultant, member of the Company Law Committee of the Law Society (England and Wales) and Lecturer, BPP University and the 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 ATII, Temple Tax Chambers; Visiting Professional Fellow, 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, Kobre & Kim LLP
Charlotte Villiers LLB, LLM, Professor of Company Law, School of Law, University of Bristol
Paul Vine LLB, MBA, Partner, Norton Rose Fulbright
Rafal Zakrzewski BA, LLB (UQ), DPhil (Oxon), Solicitor, Counsel, Clifford Chance, Affiliated Lecturer, University of Cambridge

Bulletin

Fiona Macmillan BA, LLB (UNSW), LLM (Lond), Solicitor (NSW), FRSA 
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Update 128

Update 128 includes amendments to 20 chapters, namely Chapters 10A (Register of Members); 13 (Directors – Appointment, Removal and Vacation); 14 (Management of the Company); 15 (Directors’ Duties); 19 (Unfair Prejudice); 20A (Disqualification); 34 (Annual Returns); 40 (Obtaining an Equity Listing); 41A (Corporate Governance); 49 (Introduction to Restructuring and Insolvency); 52 (Administration); 53 (European Insolvency); 54 (Cross-border (Non-EU) Insolvency); 54A (Floating Charges and Receivers in Scotland); 56 (Compulsory Liquidation: Procedure); 57 (Voluntary Liquidation: Procedure); 58 (Liquidators and Collection of Assets); 59 (Claims Against the Company); 60 (Application of Funds and Dissolution); and 61 (Civil and Criminal Liabilities and Office-holders’ Powers of Investigation).

Gore-Browne on Companies’ Scottish Editor, David Bennett, has included the latest Scottish developments in Chapters 13, 20A, 57, 58, 61 and his own chapter, Chapter 54A. These include new 2016 Regulations such as the Public Services Reform (Insolvency) (Scotland) Order 2016 and the Insolvent Companies (Reports on Conduct of Directors) (Scotland) Rules 2016.

Gore-Browne on Companies’ Commonwealth Editor, Professor Andrew Keay, University of Leeds, has provided new cases and developments from Australia, Hong Kong and New Zealand in Chapters 14, 15, 19, 52, 56 and 59. Among others, these include: Australasian Centre for Corporate Responsibility v Commonwealth Bank of Australia (Chapter 14 – general meetings); Chen Wai Too v Poon Ka Man Jason (Chapter 15 – directors’ conflicts); Wilmar Sugar Australia Ltd v Queensland Sugar Ltd (Chapter 19 – defence to unfair prejudice being in best interests of the company); and ASIC v Planet Platinum (Chapter 52 – out-of-court appointment of administrator by the directors) and Queensland Mining Corporation Ltd v Butmall Pty Ltd, in the matter of Butmall Pty Ltd (in liq) (Chapter 56 – conflict of interest).

Chapter 10A has been routinely updated by Professor John Birds and notes changes brought about by amendments to Part 8 of the Companies Act 2006 by the Small Business, Enterprise and Employment Act 2015 (SBEEA), including a new section on opting out of the requirement to keep or maintain a register of members.

Chapter 34 has been reviewed by Tim Prudhoe and Peter Tyers-Smith of Kobre & Kim. It includes the Court of Appeal case of Sebry v Companies House and also discusses the new requirement to maintain a PSC register and the duty to deliver a confirmation statement instead of an annual return. It also includes a new section on the statutory guidance on the meaning of ‘significant influence or control’ (‘SIOC’) as prescribed by the Persons with Significant Control Regulations 2016.

Chapter 40 has undergone some minor updating by Justin Stock, Managing Partner at Cooley LLP. It is Justin’s last update for Gore-Browne and the Editors and Publishers would like to thank him for his hard work and commitment to Gore-Browne over the years. We look forward to continuing our association with Cooley LLP in forthcoming updates.

Chapter 41A includes an examination of the QCA Corporate Governance Code by General Editor, Professor Alistair Alcock, University of Buckingham, together with a new section on corporate governance for AIM companies and others and the Quoted Company Alliance’s Code.

Chapters 49, 59 and 60 have undergone some minor updating by James Stonebridge, Partner at Norton Rose Fulbright. Louis Doyle, King’s Chambers, has reviewed Chapter 58 and incorporated some minor changes.

Chapter 53 has been restructured into two separate chapters, Chapters 53 and 54, by Gerard McCormack, Professor of International Business Law, University of Leeds. Insolvency from outside the UK is an extremely complicated subject and for such insolvencies, how it is governed depends on whether it takes place within the EU or outside it. The rules of operation are different and the problem areas are complex, so much so that a decision has been taken by the Publishers and the Editors to split the material into Chapters 53 – European Insolvency and 54 – Cross-border (Non-EU) Insolvency. Chapter 53 includes some new discussion on forum shopping with particular reference to Re Codere Finance (UK). Other 2016 cases are noted, such as Re Metinvest BV. Chapter 54 provides some more in-depth introductory material on COMI and cross-border insolvency outside the EU.




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