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Company Law

Sixth Edition

Brenda Hannigan

September 2021

ISBN: 9780198848493

736 pages

Price: £39.99

Company Law captures the dynamism of the subject and provides adept, comprehensive coverage.



Company Law provides comprehensive coverage of the principles and doctrine of company law, engages with corporate structures, governance, finance, and liquidation, alongside an in-depth exploration of key primary sources.

  • Clearly written and structured in a way which makes it eminently readable and comprehensible to students
  • Attention is paid across all topics to the European dimension of company law providing valuable context for the student reader
  • Includes a detailed review of the key issues in shareholder remedies including the derivative claim and its relationship with the famous rule in Foss v Harbottle
  • Also available as an e-book with functionality, navigation features, and links that offer extra learning support

About the Author(s)

Brenda Hannigan, Professor of Corporate Law, University of Southampton

Brenda Hannigan is Professor of Corporate Law. Her principal research interests lie in company and insolvency law, particularly in the areas of directors' duties and shareholder remedies, corporate governance, board roles and responsibilities, corporate purpose and shareholder engagement.

Table of Contents

    PART I The Corporate Structure
    1:Formation, classification and registration of companies
    2:The framework of company law
    3:Corporate personality
    4:The company constitution
    PART II Corporate Governance - Directors' Roles and Responsibilities
    5:Corporate governance - board structure and shareholder engagement
    6:Board composition - appointment and removal of directors
    7:A statutory statement of directors' duties
    8:Duty to act within constitution and powers
    9:Duty to promote the success of the company
    10:Duty of care, skill and independent judgement
    11:Duty to avoid a conflict of interest
    12:Specific conflicts - CA 2006, Part 10, Ch 4
    13:Directors' liabilities for breach of duty
    PART III - Corporate Governance - Shareholders' Rights and Remedies
    14:Membership and the incidents of membership
    15:Decision-making and company meetings
    16:Informed shareholders and stakeholders - disclosure and the limited company
    17:The unfairly prejudicial remedy and the minority shareholder
    18:The derivative claim and the rule in Foss v Harbottle
    PART IV Corporate Finance - Share and Loan Capital
    19:Share capital - capital raising and payment
    20:The doctrine of capital maintenance
    21:Loan capital - secured creditors and company charges
    PART V - Corporate Rescue and Restructuring
    22:Company voluntary arrangements
    23:Corporate rescue - administration
    24:Liquidation and dissolution - winding up the insolvent company
    25:Directors' liabilities and vulnerable transactions on insolvency
    26:Corporate takeovers and reconstruction


"A very comprehensive and authoritative text, with significant and useful reference material in every page" - John Thompson, Lecturer, Ulster University

"Brilliant for both law and non-law students studying company law...a good balance of in-depth analysis and accessible language" - Dr. Min Yan, Lecturer (Assistant Professor) in Buisness Law and Director of BSc Business with Law Programme, Queen Mary University of London

"Student friendly, analytical and clear...straightforward in its structure and easy to use" - Dr. Stelios Andreadakis, Senior Lecturer in Corporate and Financial Law, Director, Postgraduate Taught Programmes, Brunel University

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