Company Law and Corporate Finance

The limited company is the dominant type of organisational structure for businesses operating in the UK it is the best available mechanism for raising finance and diversifying financial risk. This book identifies the company as a financing vehicle and explains how the law facilitates the raising of finance by providing the corporate form and methods of financing that match the changing needs of a business through its life. The approach sets this book apart from other legal texts and provides it with its distinctive orientation. The rules relating to share capital, debt finance and public offers of securities are clearly explained with emphasis throughout on their practical operation and on the interests that these requirements are intended to protect. Topical corporate finance issues, such as the ways in which companies can return value to their shareholders, are examined. The corporate governance implications of raising finance from external investors are considered. Key corporate governance issues such as the role of non-executive directors and institutional investors are analysed. For companies that have outside investors, market driven codes of best practice and Stock Exchange requirements can be just as important as the companies legislation and case law. Through the programme of harmonisation, European law now exerts a major influence. These different strands of law and regulation are woven together in the book and there is a timely discussion of areas where reform is necessary or desirable. This is the first book in the UK to deal with the technicalities of company law within a wider framework that recognises the importance of market forces and corporate governance and which seeks to explain to wider audience issues about corporate finance theory and practice that are familiar to financial economists. This is will enable students to develop a wider and more realistic understanding of the operation of company law than is provided by existing texts.Table of ContentPART I. THE FRAMEWORK OF CORPORATE ACTIVITY; 1. The Company and the Corporate Group; 2. Corporate Finance Structure: Basic Legal, Accounting and Financing Considerations; 3. The Company as a Business Operator; PART II. CORPORATE GOVERNANCE; 4. Management of Companies; 5. Controlling Management: Duties of Honesty, Propriety and Loyalty; 6. Controlling Management: Duties of Care and Skill; Non Executive Directors; 7. Controlling Management: Corporate Democracy and the Role of Institutional Investors; PART III. SHARE CAPITAL; 8. Shares and Share Capital; 9. Rights Attaching to Shares; 10. Maintenance and Reduction of Capital; 11. Financial Assistance; 12. Distributions to Shareholders; 13. Share Buy Backs and Redeemable Shares; PART IV. LOAN CAPITAL; 14. Loan Capital - General Considerations; 15. Secured Debt; 16. Subordinated Debt; PART V. RAISING FINANCE FROM CAPITAL MARKETS; 17. Initial Public Offers of Securities; 18. Secondary Offers of Securities