Now in its 8th edition, it has been revised in light of the UK Corporate Governance Code 2010 and case-law developments including: 

• The Supreme Court decision in Re Paycheck 3 Services Ltd on meaning of de facto director
• Recent decisions regarding derivative claims - Kiani v Cooper, Mission Capital v Sinclair, Iesini v Westrop Holdings
• Consideration of the implications of Eurosail, Bloom v Pensions Regulator, Goldacre, and Re Stanford International
• Important new case-law on schemes of arrangement including Re Bluebrook and Re Lehman Bros International (Europe)
  

To view an extract of Boyle & Birds' Company Law click here

General Editor
John Birds, LLM, FRSA, Emeritus Professor in the School of Law, University of Manchester and Honorary Professor in the School of Law, University of Sheffield

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
Iain MacNeil, Alexander Stone Professor of Company Law, University of Glasgow
Gerard McCormack, Professor of International Business Law, University of Leeds
Christian Twigg-Flesner, Professor of Commercial Law, University of Hull
Charlotte Villiers, Solicitor, Professor of Company Law, University of Bristol

To read the full contents of Boyle & Birds' Company Law click here

• Preface to the 8th Edition
• Table of Cases
• Table of Statutes
• Table of Statutory Instruments
• Chapter 1 The Development of the Registered Company
• Chapter 2 The European Community and Company Law
• Chapter 3 Legal Personality: Its Consequences and Limitations
• Chapter 4 Registration, Formation and Promotion of Companies
• Chapter 5 The Company’s Constitution
• Chapter 6 Company Contracts
• Chapter 7 Share Capital – Allotment and Maintenance
• Chapter 8 Rights and Liabilities Attached to Shares: Reorganisations of Capital
• Chapter 9 Transfer and Transmission of Shares
• Chapter 10 Debentures, Charges and Registration
• Chapter 11 Corporate Governance
• Chapter 12 Membership of a Company
• Chapter 13 Shareholders’ Meetings and Resolutions
• Chapter 15 Management of a Company
• Chapter 16 The Duties of Directors – General
• Chapter 17 The Duties of Directors – Specific Duties, Relief from Liability
• and Consequences of Breach
• Chapter 18 Shareholders’ Remedies
• Chapter 19 The Public Issue of Securities
• Chapter 20 Takeovers and Mergers
• Chapter 21 Corporate Reconstruction and Insolvency
• Index

Reviews for Boyle & Birds' Company Law 7th Edition

"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"
Accountancy

"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

"The 8. 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

PREFACE TO THE 8TH 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 two
years, as well as, for example, covering the UK Corporate Governance
Code 2010 and recent developments at the European level. We have also
been able fully to incorporate the implementation of the Shareholders’
Rights Directive.

As we said in the prefaces to the last two editions, time will tell whether or
not the Companies Act 2006 will prove to be all that has been claimed for
it in terms of deregulation and simplification. The sheer volume of
statutory company law to some extent militates against that view, as does
the fact that it has already been amended in some quite significant ways.
Although a review for government of the Act in 2010 seemed to indicate
a general level of satisfaction, it is notable that the Department for
Business, Innovation and Skills is working on various possible further
reforms. In particular it is expected that there will soon be formal
proposals to modernise and simplify the current system for the
registration of charges, there is to be a review of whether a new corporate
form for single person businesses could reduce costs for small
entrepreneurs and consideration is being given to a range of options to
simplify accounting and audit requirements, especially for small and
medium enterprises.

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

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

John Birds
August 2011

Sample extract taken from Chapter 8, Boyle & Birds' Company Law, 8th edition

RIGHTS AND LIABILITIES ATTACHED TO SHARES: REORGANISATIONS OF CAPITAL
8.1 SHARES

The ways in which a company may raise capital were described in a
general way at the beginning of the previous chapter. It now falls to
consider the nature of shares, the rights and liabilities attached to them
and different classes thereof, and the ways in which share capital may be
recognised.

Looking first at the nature of a share, we find that the Companies
Act 2006 describes it as an item of personal property transferable in the
manner provided by the company’s articles.1 A share is in fact a
chose-in-action (in Scotland, incorporeal moveable property), one of
those property interests which do not give the owner the right to possess
anything physical. This bare description does not in fact seem to help very
much. A more vivid description is provided by the oft-cited dictum of
Farwell J:2

‘A share is the interest of a shareholder in the company, measured by a sum
of money for the purpose of liability in the first place and of interest in the
second, but also consisting of a series of mutual covenants entered into by
all the shareholders inter se in accordance with section [33] of the
Companies Act [2006]…A share is not a sum of money…but is an interest
measured by a sum of money, and made up of various rights contained in
the contract.’

This points to a share having a dual nature as both contract and property.
It also distinguishes the share from the debenture, the other standard
form of security issued by companies, the holder of which, a lender of
money to the company,3 simply has rights against the company and not in
it.