Gower's Principles of Modern Company Law / by Paul L. Davies with a contribution by D.D. Prentice.

Includes index.

CONTENTS Part One – Introductory 1. Types and functions of Companies 2. Advantages and Disadvantages of Incorporation 3. Sources of Company Law and the Company’s Constitution 4. Formation Procedures 5. Promoters 6. Overseas Companies, Community Law and Jurisdictional Migration Part Two – Separate Legal Personality and Limited Liability 7 Corporate Actions 8 Limited Liability and Lifting the Veil at Common Law 9 Statutory Exceptions to Limited Liability 10 Disqualification of Directors 11 Legal Capital and Minimal Capital 12 Dividends and Distributions 13 Capital Maintenance Three – Corporate Governance: The Board and Shareholders 14 The Board 15 Shareholder Decision Making 16 Directors’ Duties 17 The Derivative Claim and Personal Actions Against Directors 18 Breach of Corporate Duties: Administrative Remedies Part Four – Corporate Governance – Majority and Minority Shareholders 19 Controlling Members’ Voting 20 Unfair Prejudice Part Five – Account and Audit 21 Annual Accounts and Reports 22 Audits and Auditors Part Six – Equity Finance 23 The Nature and Classification of Shares24 Share Issues: General Rules 25 Public Offers of Shares 26 Continuing Obligations and Disclosure of Information to the Market 27 Transfers of Shares 28 Takeovers 29 Arrangements and Reconstructions 30. Insider dealing and manipulation Part Seven – Debt Finance 31 Debentures 32 Company Charges Appendices Index