Company Law in Context: Text and Materials

Text and materials

Second Edition

David Kershaw

Company Law in Context innovates in combining detailed up-to-date commentary with selected extracts from company law source materials. The book covers key cases in depth, enabling students to engage critically with judgments, issues, and policies.
The book provides students with the economic, business, and social context in which company law operates, enabling them to understand its application and relevance.
Students are shown the practical side of company law with a running case study which follows the lifecycle of a company and its legal requirements from registration through to flotation
The author draws selectively on comparative materials (US and Germany in particular), enabling students to understand the distinctiveness of UK company law and the policy choices made by UK regulators.
David Kershaw's lively and dynamic writing style ensures that students engage fully with the subject and obtain a full critical understanding.
There is extensive use of in-chapter questions, encouraging students to engage critically with the issues at stake and providing points for discussion in seminars. Online pointers provide guidance as to how to answer selected questions from the book, supporting students and ensuring they benefit fully from the critical approach.
New discussion of The Walker Review
New discussion of changes to the UK Corporate Governance Code and UK Stewardship Code
Significant updates in Chapter 7 (Corporate Governance) on board composition
Expanded coverage in Chapter 15 (Enforcing Directors' Duties) to include new derivative claim mechanisms
New discussion of The Bribery Act 2010

Company Law in Context: Text and Materials

Text and materials

Second Edition

David Kershaw

Description

Company Law in Context is an ideal main text for company law and corporate governance courses at both undergraduate and postgraduate level. In this sophisticated book, David Kershaw combines commentary and explanation (55%) with the primary case and statutory materials (45%). The book places the study of company law in its economic, business, and social context in order to make more accessible and relevant the cases, statutes, and other forms of regulation that make up company law. One technique deployed by the book to contextualise company law is the use of a simple case study that tracks, through the different chapters of the book, the development and expansion of a business - from sole trader to listed company.

Online Resource Centre
Company Law in Context is accompanied by an Online Resource Centre offering the following features for students:
- twice-yearly updates to changes in cases and legislation (particularly important given the recent implementation of the Companies Act 2006)
- annotated web links to key online sources, directing students to the most accurate, up-to-date and relevant information on the web
- timeline illustrating implementation of Companies Act 2006.
- additional chapters on The Market for Corporate Control; Disclosure, Accounting, and Audit; and Issuing Shares to the Public

The following resources are also provided for lecturers:
- diagrams and charts in PowerPoint to show in lectures and seminars to facilitate students' understanding of challenging cases and concepts

Company Law in Context: Text and Materials

Text and materials

Second Edition

David Kershaw

PART I: INCORPORATION AND SEPARATE LEGAL PERSONALITY
1. An introduction to the context and consequences of incorporation
2. The entity doctrine
3. The corporate constitution / The mechanics of the general meeting
4. Corporate actions
PART II: CORPORATE CONTROL AND ACCOUNTABILITY
5. The corporate agency problem
6. The balance of power between the board, management, and the shareholder body
7. Board composition and structure regulation
8. Regulating directors' remuneration
9. Introduction to directors' duties
10. Regulating discretion I: acting in the company's interests
11. Regulating discretion II: using corporate power for proper purposes
12. Competence and the duty of care
13. Regulating conflicts I: self-dealing
14. Regulating conflicts II: corporate opportunities
15. Enforcing directors' duties
16. Minority shareholder protection
Web chapter A. Disclosure, accounting and audit (online chapter)
PART III: CORPORATE FINANCE
17. Shares
Web chapter B. Issuing shares to the public (online chapter)
PART IV: CREDITOR PROTECTION
18. Company law and creditor protection
19. Regulating legal capital

Company Law in Context: Text and Materials

Text and materials

Second Edition

David Kershaw

Author Information

David Kershaw is a Senior Lecturer in Law at the London School of Economics. He qualified as a solicitor at Herbert Smith and practiced corporate law with Wolf Theiss, Vienna and in the Mergers & Acquisitions Group of Shearman & Sterling in New York and London. He holds degrees from the University of Warwick and Harvard Law School.