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Company Law in Context

Text and materials

Second Edition

David Kershaw

28 June 2012

ISBN: 9780199609321

944 pages

In Stock

Price: £49.99

The most contextually rich company law textbook, with a running case study that brings the law to life



Company Law in Context is an ideal main text for company law courses. In this sophisticated book David Kershaw places company law in its economic, business, and social context, making the cases, statutes, and other forms of regulation more accessible and relevant. A running case study provides a practical perspective.

  • 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 to this edition

  • 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

About the Author(s)

David Kershaw, Senior Lecturer in Law, London School of Economics

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.

Table of Contents

    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
    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)
    Web chapter B:Issuing shares to the public (online chapter)
    18.:Company law and creditor protection
    19.:Regulating legal capital


Review from previous edition The material is put together in a very refreshing way with excellent commentary; the questions are invaluable for seminar-based work. - Dr Paul Omar, Senior Lecturer, Sussex Law School

Kershaw takes seriously the aim of providing a theoretically grounded analysis, remaining accessible to students, with relevant questions to consider. - Chris Riley, Reader in Law, Durham University

The book is very readable, and the focus on 'real-world' scenarios and illustrations adds a dimension that is often lacking. - Dr Sandra Frisby, Baker & McKenzie Associate Professor and Reader in Company and Commercial Law, University of Nottingham

If I could go back in time I would have definitely purchased the book; it would have assisted me greatly. - Jamie Cowan, undergraduate law student, University of Hull and Antwerpen

This is an excellent book which adopts a contextual approach to the subject with some very interesting excerpts from key academic articles. I also enjoy the use of the case study as it enables students to contextualise a lot of the issues. - Mr David Cabrelli, Senior Lecturer in Commercial Law, the University of Edinburgh

Students who read this book emerge from their course equipped with an excellent understanding of company law, as well as an ability to critique the law in an intelligent and knowledgeable manner. Kershaw's contribution will be a welcome addition to both undergraduate and postgraduate courses, as well as an excellent point of reference for the seasoned researcher. - Dr Justin Borg-Barthet, writing in The Modern Law Review, Volume 73, May 2011

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