Company law in context

• 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.

Readership: Students on company law courses and corporate governance courses.

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

"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

"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

"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

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.: The market for corporate control: mergers and acquisitions (online chapter)
Web chapter B.: Disclosure, accounting and audit (online chapter)
PART III: CORPORATE FINANCE
17.: Shares
Web chapter C.: Issuing shares to the public (online chapter)
PART IV: CREDITOR PROTECTION
18.: Company law and creditor protection
19.: Regulating legal capital