Preface to the fifth edition xix
Preface to the first edition xxi
Foreword to the fourth edition xxiii
Table of cases xxiv
Table of statutes xxix
Table of statutory instruments liv
Table of European legislation lviii

1 Treaties and conventions lviii
2 Secondary legislation lviii
Part I Foundation and theory 1
1 The nature of company law 3
2 Corporate entity, limited liability and incorporation 34
3 Legal theory and company law 64
Part II The constitution of the company 95
4 Entrenchment of rights 97
5 Organisation of functions and corporate powers 121
6 Relations with third parties: agency and constitutional limitations 136

Part III Corporate governance 147
7 The governance problem and the mechanisms of meetings 149
8 Duties of directors: general duties 166
9 Duties of directors: specific duties and controls 199
10 Role of self-regulation 220

11 Shareholder litigation: the derivative claim 258
12 Shareholder litigation: winding up on just and equitable grounds and the unfair prejudice remedy 309

Part IV Corporate finance law 339
13 Techniques of corporate finance 341
14 Raising and maintenance of capital 364
15 Financial assistance for the acquisition of shares 388

Part V Securities regulation 411
16 Theory and regulation of the capital markets law 413
17 Credit rating agencies and their role in capital markets 447

18 The regulatory machinery of the Financial Services and Markets Act 2000 (FSMA 2000) 487

19 The regulation of public offerings of shares 514
20 The regulation of insider dealing and market abuse 550

21 The regulation of takeovers 577
Part VI Insolvency and liquidation 597

22 Insolvency and liquidation procedures 599

23 Disqualification of directors 615

Index 629