Company Meetings and Resolutions

Law, Practice, and Procedure

Third Edition

Leslie Kosmin and Catherine Roberts

The only work exclusively dedicated to the law, practice and procedure of meetings and resolutions of public and private companies
Contains detailed exposition of problem areas such as the format of meetings, drafting and amendments to resolutions, who can attend meetings and who can appoint a proxy
Includes a section-by-section commentary of the Companies Act 2006, Part 13 relating to meetings and resolutions
Provides a complete reference work for company law specialists advising on and attending company meetings of shareholders and directors
Written by leading specialists in company law

New to this Edition:

Analyses amendments to the Companies Act 2006 in the Enterprise and Regulatory Reform Act 2013
Covers the increasing use of technology to hold meetings and explains the lawfulness of these methods
Provides coverage on the UK Corporate Governance Code 2018
Considers the ICSA Guidance on Minutes

New Edition

Company Meetings and Resolutions

Law, Practice, and Procedure

Third Edition

Leslie Kosmin and Catherine Roberts

Description

This new edition is the only work solely dedicated to the law of company meetings of solvent public and private companies that are registered and incorporated under the Companies Act 2006 and its predecessors. As before, the new edition is written by an author team of great authority who have specialized in company law throughout their careers.

The third edition addresses the use of technology in company meetings, and in particular, considers whether it is lawful for a company registered under the Companies Act 2006 to hold a meeting of shareholders by electronic means only. The practical, as well as the legal issues are considered with regard to this issue.

The changes brought in by the UK Corporate Governance Code 2018, with regard to the role of the Chair and the board at meetings of listed companies, is covered along with other developments relating to the duties and activities of the Chair such as in Re Dee Valley Group plc 2017. Other important new case law is also covered such as Sharp v Blank 2015 concerning the duty of directors to provide sufficient information to shareholders to enable them to make informed decisions. Amendments made by the Regulatory Reform Act 2013 to the Companies Act 2006 regarding approval by shareholders of director remuneration policy are duly considered.

The Rt. Hon Lord Justice David Richards has written a foreword to the third edition,

This book is the leading authority on the law of company meetings and resolutions and all practitioners advising on this subject will find this an invaluable tool for desk research as well as a handy companion at company meetings.

New Edition

Company Meetings and Resolutions

Law, Practice, and Procedure

Third Edition

Leslie Kosmin and Catherine Roberts

1A MEETINGS OF MEMBERS
1:The Concept of a Meeting and Quorum
2:Notice of Meetings of Members
3:Circulars to Members and Members' Statements
4:The Annual General Meeting
5:Meetings Requested by Members
6:Meetings of Members Ordered by the Court
7:The Role of the Chairman
8:Proxies and Corporate Representatives
9:Voting
10:Exercise of Members' Rights
11:Resolutions and Amendments
12:Adjournment
13:Class Meetings and Class Consents
14:Meetings for the Purposes of Schemes of Arrangement
1B WRITTEN RESOLUTIONS AND THE DUOMATIC PRINCIPLE
15:Written Resolutions of Private Companies
16:Informal Decisions and the Duomatic Principle
1C MINUTES
17:Minutes of General Meetings and Decisions of Members
1D COMPANY COMMUNICATIONS
18:The Company Communications Provisions, Including Electronic Communications
2 MEETINGS OF DIRECTORS
19:Introduction to Directors' Meetings, Written Resolutions and Directors' Duties
20:Notice, Agenda and Quorum for Meetings of Directors
21:The Role of the Chairman at Meetings of Directors
22:Minutes of Meetings of Directors
3 COMMENTARY ON THE PROVISIONS OF THE COMPANIES ACT 2006, PART 13, SECTIONS 281 TO 361
23:Commentary on the Provisions of the Companies Act 2006, Part 13, Sections 281 to 361
4 ANNOTATION OF 1985 TABLE A REGULATIONS RELATING TO MEETINGS AND DECISIONS OF MEMBERS AND PROCEEDINGS AND DECISIONS OF DIRECTORS
24:Annotation of 1985 Table A Regulations Relating to Meetings and Decisions of Members and Proceedings and Decisions of Directors
5 COMMENTARY ON THE COMPANIES ACT 2006 MODEL ARTICLES RELATING TO MEETINGS AND DECISIONS OF MEMBERS AND PROCEEDINGS AND DECISIONS OF DIRECTORS
25:Commentary on the Companies Act 2006 Model Articles

New Edition

Company Meetings and Resolutions

Law, Practice, and Procedure

Third Edition

Leslie Kosmin and Catherine Roberts

Author Information

Leslie Kosmin, University of Cambridge, and Catherine Roberts, Erskine Chambers

Leslie Kosmin QC has been a barrister in practice in the field of Company Law at Erskine Chambers from 1977 - 2011. He was called to the Bar in 1976 and was appointed Queen's Counsel in 1994. He has presided as a Deputy High Court Judge and is a Master of the Bench of the Middle Temple. He is Affiliated Lecturer and Yorke Distinguished Visiting Fellow in the Faculty of Law at the University of Cambridge and Visiting Professor in Practice in the Law Department at the London School of Economics and Political Science.

Catherine Roberts is a barrister at Erskine Chambers specialising in company law litigation and advice, corporate finance, financial services, and insolvency. She studied law at the University of Cambridge and was called to the Bar in 1986, a year after which she joined Erskine Chambers.

New Edition

Company Meetings and Resolutions

Law, Practice, and Procedure

Third Edition

Leslie Kosmin and Catherine Roberts

Reviews and Awards

"Stimulating, readable and authoritative, this text is an invaluable guide to an often-complicated subject and should be required reading for every lawyer or adviser on the law, practice and procedures relating to company meetings and resolutions." - Phillip Taylor MBE, Head of Chambers, and Elizabeth Taylor, Richmond Green Chamber