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This comprehensive book offers a thorough exposition and analysis
of all aspects of the dissolution and restoration of companies.
Considering all relevant UK legislation and case law, it examines
the ways in which companies are both dissolved and restored, the
issues that may arise in these processes, and the effects this has
on the company and third parties. Key Features: Explanation of the
processes leading to dissolution and restoration of companies
Examination of the general and particular effects of dissolution
and restoration on a company and other related and non-related
parties Identification and analysis of the most important issues
related to dissolution and restoration, with reference to leading
cases in the area Background information that provides an
understanding of the role and effect of dissolution and subsequent
restoration of some companies to the register of companies
Dissolution and Restoration of Companies will be invaluable for
solicitors advising clients and dealing with the processes involved
in dissolution and restoration, as well as barristers interested in
the issues raised and related case law. It will also be useful for
insolvency practitioners, and for academics working in corporate
and insolvency law.
This important book provides a comprehensive analysis of governance
issues that exist in relation to the management of insolvent
companies, both while an insolvent company is still controlled by
the directors and when it passes into the hands of an insolvency
practitioner in a formal insolvency regime. Throughout, the authors
argue that the two most important features of corporate governance
are transparency and accountability and offer a detailed analysis
of the relevant law and practice. Key Features: Examination of the
position of all stakeholders in an insolvent company, both before
and during an insolvency regime Specialist explanation of what
corporate governance entails and the recent developments that have
occurred in relation to corporate governance as it affects
insolvent companies In-depth consideration of the role of
creditors, shareholders, the Insolvency Service, special managers
and creditors' committees during periods of insolvency as well as
the role and functions of directors and insolvency practitioners
who are the main focus Offering critical advice and bringing
awareness of important issues, Corporate Governance and Insolvency
will be a key reference work for lawyers and insolvency
practitioners. The legal analysis provided will also be valuable to
academics and students of corporate and insolvency law and
governance.
The book provides an analytical exposition of the law concerning
directors' liability for the losses sustained by their companies'
creditors, when the directors' companies are in financial distress
or become insolvent. It is a detailed one-stop resource for
obtaining a good understanding of the law which has developed from
legislation and case law. In particular, there is a detailed
consideration of what needs to be proved, what defences there are,
and what might be the issues of concern for all parties. A
doctrinal method is adopted and there is extensive analysis of the
relevant legislation and case law. Rather than merely referring to
cases to support propositions the discussion considers many of the
cases in context and in depth and their relevance to the aim of the
book. The book also endeavours to provide views, in a practical
way, on aspects of the law and it identifies problems and how they
may be addressed. Of interest to legal practitioners and insolvency
practitioners alike, the book will in addition be useful to
directors, government officials and academics.
'This book is an excellently constructed piece of legal writing
which covers a topic of significant social and economic importance.
It is a work of excellent analytical clarity and contains a vast
amount of research and considerable detail. . . Academics in
corporate law and corporate governance in addition to corporate
social responsibility and company law generally will find much to
interest them in this publication as will students who study in
these areas, particularly postgraduates.' - John Quiggin, Journal
of Business Law 'This is legal scholarship of the finest kind,
concerned with an issue of supreme political, economic and social
importance. Professor Keay takes the debate on the object of the
modern public corporation by the scruff of its neck and skilfully
navigates between the Scylla and Charybdis of the
shareholder/stakeholder debate. This book, characterised by
admirable analytical clarity and a huge amount of research,
faithfully summarises the debate hitherto, and propels us to the
next stage with a powerful argument, which challenges, effectively,
both the stakeholder and shareholder theories.' -Harry Rajak,
University of Sussex School of Law, UK The Corporate Objective
addresses a question that has been subject to much debate: what
should be the objective of public corporations? It examines the two
dominant theories that address this issue, the shareholder primacy
and stakeholder theories, and finds that both have serious
shortcomings. The book goes on to develop a new theory, called the
Entity Maximisation and Sustainability Model. Under this model,
directors are to endeavor to increase the overall long-run market
value of the corporation as an entity. At the same time as
maximizing wealth, directors have to ensure that the corporation
survives and is able to stay afloat and pursue the development of
the corporation's position. Andrew Keay seeks to explain and
justify the model and discusses how the model is enforced, how
investors fit into the model, how directors are to act and how
profits are to be allocated. Analyzing in depth the existing
theories which seek to explain the corporate objective, this book
will appeal to academics in corporate law and corporate governance
as well as law, finance, business ethics, organizational behavior,
management, economics, accounting and sociology. Postgraduate
students in corporate law and corporate governance, directors, and
government regulators will also find much to interest them in this
study. Contents: Preface 1. Public Companies: Context, Theory and
Objectives 2. Shareholder Primacy 3. Stakeholder Theory 4. An
Entity Maximisation and Sustainability Model 5. The Enforcement of
the Entity Maximisation and Sustainability Model 6. Investors 7.
Managerial Discretion and Accountability 8. Allocation of Profits
9. Epilogue
Critically analyzing the substantive law of insolvency in the EU
countries as a whole, this book carries out horizontal
cross-cutting analysis of the data gathered from a study of
national insolvency laws. It selects particular areas for detailed
discussion and considers the pros and cons of particular
legislative solutions. Using the US and Norway as comparator
countries, the expert authors identify areas where disparities in
national laws produce problems that have impacts outside national
boundaries. They analyse these against key policy goals including;
improving economic performance throughout the EU, Promoting a more
competitive business environment, efficient asset allocation and
building more stable and sustainable human capital in terms of
support for entrepreneuers and responses to consumer
overindebtedness. The book also considers possible reform and
harmonisation measures situated against the wider contextual
background of the Capital Markets Union and the Europe 2020 agenda
of promoting jobs and growth. Discerning and practical, European
Insolvency Law will appeal to academics in both insolvency and
finance as well as Insolvency practitioners and lawyers. Its reform
suggestions will be of interest to EU Member States' government
departments as well as providing a useful reference for Consumer
associations and Debt charities.
Within corporate governance the accountability of the board of
directors is identified as a major issue by governments,
international bodies, professional associations and academic
literature. Boards are given significant power in companies, and as
a consequence it is argued that they should be accountable for
their actions. Drawing on political science, public administration,
accounting, and ethics literature, this book examines the concept
of accountability and its meaning in the corporate governance
context. It examines the rationale for making boards accountable,
and outlines the obstacles and drawbacks involved in providing for
accountability. The book goes on to examine how current mechanisms
for ensuring accountability are assessed in terms of fairness,
justice, transparency, practicality, effectiveness and efficiency,
before discussing the ways that accountability might be improved.
Andrew Keay argues that enhanced accountability can provide better
corporate governance, helping to reduce the frequency and severity
of financial crises, and improve confidence in company practice. As
an in depth study of a key element within the exercise of authority
and management in corporate entities, this book will be of great
use and interest to researchers and students of corporate
governance, business and management, and corporate social
responsibility.
Within corporate governance the accountability of the board of
directors is identified as a major issue by governments,
international bodies, professional associations and academic
literature. Boards are given significant power in companies, and as
a consequence it is argued that they should be accountable for
their actions. Drawing on political science, public administration,
accounting, and ethics literature, this book examines the concept
of accountability and its meaning in the corporate governance
context. It examines the rationale for making boards accountable,
and outlines the obstacles and drawbacks involved in providing for
accountability. The book goes on to examine how current mechanisms
for ensuring accountability are assessed in terms of fairness,
justice, transparency, practicality, effectiveness and efficiency,
before discussing the ways that accountability might be improved.
Andrew Keay argues that enhanced accountability can provide better
corporate governance, helping to reduce the frequency and severity
of financial crises, and improve confidence in company practice. As
an in depth study of a key element within the exercise of authority
and management in corporate entities, this book will be of great
use and interest to researchers and students of corporate
governance, business and management, and corporate social
responsibility.
The enlightened shareholder value principle (ESV) was formulated
during the comprehensive review of UK company law by the Company
Law Steering Group in the late 1990s and early 2000's and requires
directors of companies to act in the collective best interests of
shareholders. The principle was taken up by the then UK Government
and is now embedded in the Companies Act 2006. The emergence of the
principle constitutes an important development in corporate
governance, particularly in determining what directors must
consider when managing the affairs of their companies. This book
explains and analyzes the nature of ESV and its contribution to
corporate governance whilst also examining where it fits into the
existing theoretical landscape. Andrew Keay traces the development
of the principle of ESV and considers it in the context of the
existing principles which have historically influenced corporate
governance. In doing so, the book draws on several empirical
studies thereby enabling us to gauge how the ESV principle is
addressed in commercial practice. Keay goes on to compare ESV with
the constituency statutes that apply in the US in order to
determine whether anything can be learnt from the American
experience. The book also assesses the reaction of other
jurisdictions to the advent of ESV and considers what impact ESV
will have on financial institutions and non-financial institutions
in the aftermath of the global financial crisis.
The enlightened shareholder value principle (ESV) was formulated
during the comprehensive review of UK company law by the Company
Law Steering Group in the late 1990s and early 2000's and requires
directors of companies to act in the collective best interests of
shareholders. The principle was taken up by the then UK Government
and is now embedded in the Companies Act 2006. The emergence of the
principle constitutes an important development in corporate
governance, particularly in determining what directors must
consider when managing the affairs of their companies. This book
explains and analyzes the nature of ESV and its contribution to
corporate governance whilst also examining where it fits into the
existing theoretical landscape. Andrew Keay traces the development
of the principle of ESV and considers it in the context of the
existing principles which have historically influenced corporate
governance. In doing so, the book draws on several empirical
studies thereby enabling us to gauge how the ESV principle is
addressed in commercial practice. Keay goes on to compare ESV with
the constituency statutes that apply in the US in order to
determine whether anything can be learnt from the American
experience. The book also assesses the reaction of other
jurisdictions to the advent of ESV and considers what impact ESV
will have on financial institutions and non-financial institutions
in the aftermath of the global financial crisis.
This timely work is the first to comprehensively examine directors'
responsibilities to creditors in times of financial strife, as well
as addressing when these responsibilities arise, and what directors
should have to do to ensure that they comply with their
obligations. Keay explores the relevant issues from doctrinal,
normative and comparative perspectives and addresses the question
as to when directors are liable for wrongful trading, fraudulent
trading or breach of their duties to creditors and whether
directors should be held responsible for the before mentioned.
Besides the relevant UK legislation and case law, legislation and
case law from Australia, Canada, Ireland and the United States are
examined and compared and reforms which take into account the aims
and rationale of the relevant legislation as well as creditors'
interests are proposed and assessed. Importantly, new approaches
for courts which would make the nature of the responsibility and
its timing more precise are suggested. Company directors have
certain responsibilities to creditors of their companies. In
particular, they should avoid fraudulent and wrongful trading and
consider, as part of their duties, the interests of creditors when
their companies might be, or are, in financial difficulty. The work
is precipitated by the lack of coherence in the consideration of
wrongful trading and the recent delivery of important cases on
fraudulent trading. Also, this timely work is the first to
comprehensively examine directors' responsibilities to creditors in
times of financial strife, as well as addressing when these
responsibilities arise, and what directors should have to do to
ensure that they comply with their obligations. Keay explores the
relevant issues from doctrinal, normative and comparative
perspectives and seeks to address the question as to when directors
are liable for wrongful trading, fraudulent trading or breach of
their duties to creditors and whether directors should be held
responsible for wrongful trading and failing to consider the
interests of creditors. Besides the relevant UK legislation and
case law, legislation and case law from Australia, Canada, Ireland
and the United States are examined and compared, and reforms which
take into account the aims and rationale of the relevant
legislation as well as creditors' interests are proposed and
assessed. Importantly, new approaches for courts which would make
the nature of the responsibility and its timing more precise are
suggested.
This timely work is the first to comprehensively examine directors'
responsibilities to creditors in times of financial strife, as well
as addressing when these responsibilities arise, and what directors
should have to do to ensure that they comply with their
obligations. Keay explores the relevant issues from doctrinal,
normative and comparative perspectives and addresses the question
as to when directors are liable for wrongful trading, fraudulent
trading or breach of their duties to creditors and whether
directors should be held responsible for the before mentioned.
Besides the relevant UK legislation and case law, legislation and
case law from Australia, Canada, Ireland and the United States are
examined and compared and reforms which take into account the aims
and rationale of the relevant legislation as well as creditors'
interests are proposed and assessed. Importantly, new approaches
for courts which would make the nature of the responsibility and
its timing more precise are suggested. Company directors have
certain responsibilities to creditors of their companies. In
particular, they should avoid fraudulent and wrongful trading and
consider, as part of their duties, the interests of creditors when
their companies might be, or are, in financial difficulty. The work
is precipitated by the lack of coherence in the consideration of
wrongful trading and the recent delivery of important cases on
fraudulent trading. Also, this timely work is the first to
comprehensively examine directors' responsibilities to creditors in
times of financial strife, as well as addressing when these
responsibilities arise, and what directors should have to do to
ensure that they comply with their obligations. Keay explores the
relevant issues from doctrinal, normative and comparative
perspectives and seeks to address the question as to when directors
are liable for wrongful trading, fraudulent trading or breach of
their duties to creditors and whether directors should be held
responsible for wrongful trading and failing to consider the
interests of creditors. Besides the relevant UK legislation and
case law, legislation and case law from Australia, Canada, Ireland
and the United States are examined and compared, and reforms which
take into account the aims and rationale of the relevant
legislation as well as creditors' interests are proposed and
assessed. Importantly, new approaches for courts which would make
the nature of the responsibility and its timing more precise are
suggested.
Directors' Duties provides an analysis of the general duties of
directors contained in Chapter 2, Part 10 of the Companies Act
2006. This new edition seeks to address case-law and other
developments as well as including some discussion of recent
academic scholarship.
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