Keane on company law:
Gespeichert in:
Hauptverfasser: | , |
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Format: | Buch |
Sprache: | English |
Veröffentlicht: |
Haywards Heath
Bloomsbury Professional
[2016]
|
Ausgabe: | Fifth edition |
Online-Zugang: | Inhaltsverzeichnis |
Beschreibung: | ciii, 791 Seiten |
ISBN: | 1780435428 9781780435428 |
Internformat
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Datensatz im Suchindex
_version_ | 1804152644293361664 |
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adam_text | CONTENTS
EXTRACT FROM PREFACE TO FIRST EDITION V
PREFACE VII
CONTENTS IX
TABLE OF CASES XXVII
TABLE OF LEGISLATION LI
PARTI
INTRODUCTION
CHAPTER 1 COMPANIES AND OTHER FORMS OF BUSINESS ORGANISATIONS
WHAT IS A COMPANY? 3
CORPORATE BODIES IN IRISH LAW 3
COMPANIES, SINGLE TRADERS AND PARTNERSHIPS 5
(1) A COMPANY CAN BE INCORPORATED WITH LIMITED LIABILITY 5
(2) A COMPANY IS A LEGAL ENTITY DISTINCT FROM ITS MEMBERS 6
(3) THE SHARES IN A COMPANY ARE FREELY TRANSFERABLE 6
(4) THE AFFAIRS OF A COMPANY ARE MANAGED BY ITS DIRECTORS AND NOT
BY THE MEMBERS 6
(5) THE STRUCTURE OF A COMPANY FACILITATES THE RAISING OF CAPITAL 6
REASONS FOR NOT FORMING A COMPANY 7
COMPANIES NOT FORMED UNDER THE COMPANIES ACTS 7
(1) CHARTERED COMPANIES OR CORPORATIONS 7
(2) COMPANIES INCORPORATED BY STATUTE 8
(3) BODIES WITH SPECIAL OBJECTS 8
SEMI-STATE BODIES WHICH ARE NOT COMPANIES 9
PARTNERSHIPS 9
COMPANIES FORMED AND REGISTERED UNDER THE COMPANIES ACTS 10
BANKS, INSURANCE COMPANIES AND INVESTMENT COMPANIES 13
CHAPTER 2 THE DEVELOPMENT OF COMPANY LAW IN IRELAND
INTRODUCTION 15
THE JOINT STOCK COMPANY 15
ECONOMIC DEVELOPMENT IN IRELAND 18
THE PRIVATE COMPANY 19
COMPANY LAW IN IRELAND AFTER 1921 19
THE COMPANIES ACT 2014 26
IRISH COLLECTIVE ASSET-MANAGEMENT VEHICLES 31
CHAPTER 3 IRISH COMPANY LAW AND EUROPEAN UNION LAW
IMPACT OF EU LAW ON IRISH COMPANY LAW 34
THE DIRECTIVES 35
IX
KEANE ON COMPANY LAW
EUROPEAN ECONOMIC INTEREST GROUPINGS
4
^
THE SOCIETAS EUROPAEA 45
PART II
FORMATION OF A COMPANY
CHAPTER 4 HOW A COMPANY IS FORMED
TYPES OF COMPANIES 49
DISTINCTION BETWEEN PUBLIC AND PRIVATE COMPANIES 49
LIMITED AND UNLIMITED COMPANIES 51
COMPANIES LIMITED BY SHARES AND COMPANIES LIMITED BY GUARANTEE 51
TYPES OF COMPANY THAT CAN BE FORMED UNDER THE COMPANIES ACT 2014 52
(1) PRIVATE COMPANY LIMITED BY SHARES (LTD) 52
(2) DESIGNATED ACTIVITY COMPANY (DAC) 53
(3) PUBLIC LIMITED COMPANY (PLC) 54
(4) COMPANY LIMITED BY GUARANTEE (CLG) 55
(5) UNLIMITED COMPANIES (ULC, PUC, PULC) 55
TRANSITION OF EXISTING COMPANIES TO THE NEW TYPES OF COMPANY 56
ESSENTIAL STEPS IN FORMING A COMPANY 58
THE COMPANY NAME 59
EXEMPTION FROM HAVING TO INCLUDE THE COMPANY TYPE IN THE COMPANY
NAME 60
REGISTRATION OF BUSINESS NAME 61
DOCUMENTS TO BE DELIVERED TO THE REGISTRAR 62
ACTIVITY IN THE STATE AND DIRECTOR RESIDENCE REQUIREMENTS 63
EXPEDITED INCORPORATION PROCEDURES 64
DECISION BY THE REGISTRAR AND THE ISSUE AND EFFECT OF THE CERTIFICATE OF
INCORPORATION 64
OFFICIAL NOTIFICATION 65
MANDATORY REGISTRATION WITH THE TAX AUTHORITIES 66
FORMATION OF A PLC 67
RE-REGISTRATION OF COMPANIES 67
(1) RE-REGISTRATION AS AN LTD 68
(2) RE-REGISTRATION AS A DAC 69
(3) RE-REGISTRATION AS A PLC 69
(4) RE-REGISTRATION AS A CLG 70
(5) RE-REGISTRATION AS AN UNLIMITED COMPANY 70
COMPANIES INCORPORATED OUTSIDE IRELAND 71
COMPANIES NOT FORMED UNDER THE COMPANIES ACTS 73
CHAPTER 5 THE CONSTITUTION OF THE PRIVATE COMPANY LIMITED
BY SHARES
ESSENTIAL FEATURES OF THE CONSTITUTION ,75
THE OBLIGATORY CLAUSES IN THE CONSTITUTION OF AN LTD 76
THE NAME CLAUSE 75
THE COMPANY TYPE CLAUSE 77
CONTENTS
THE LIMITED LIABILITY CLAUSE 77
THE CAPITAL CLAUSE 77
THE SUBSCRIBERS SHARES AND ASSOCIATION CLAUSE 78
NON-OBLIGATORY CLAUSES AND SUPPLEMENTAL REGULATIONS 78
ALTERATION OF THE CONSTITUTION 79
ALTERATION OF THE NAME 80
ALTERATION OF THE COMPANY TYPE 80
ALTERATION OF THE LIMITED LIABILITY CLAUSE 81
ALTERATION OF THE CAPITAL 81
ALTERATION OF THE SUBSCRIBERS SHARES AND ASSOCIATION CLAUSE 81
ALTERATION OF OTHER CLAUSES IN THE CONSTITUTION 82
REQUIREMENTS TO BE OBSERVED WHEN CONSTITUTION IS ALTERED 82
EFFECT OF THE CONSTITUTION 82
DEEMED CONSTITUTION 82
CHAPTER 6 THE CONSTITUTIONS OF COMPANIES OTHER THAN LTDS
MEMORANDUM AND ARTICLES OF ASSOCIATION 83
THE OBLIGATORY CLAUSES IN THE MEMORANDUM 84
THE OBJECTS CLAUSE 85
CONSTRUCTION OF THE OBJECTS CLAUSE 86
NON-OBLIGATORY CLAUSES IN THE MEMORANDUM 88
PROHIBITION ON CERTAIN CLAUSES IN THE MEMORANDUM OF A CLG 89
ALTERATION OF THE MEMORANDUM 89
ALTERATION OF THE OBJECTS 89
ALTERATION OF OTHER CLAUSES IN THE MEMORANDUM 90
ALTERATION OF THE NAME CLAUSE 90
ALTERATION OF THE COMPANY TYPE CLAUSE AND THE LIMITED LIABILITY CLAUSE
90
ALTERATION OF THE SHARE CAPITAL CLAUSE 91
ALTERATION OF THE GUARANTEE CLAUSE OF A CLG 91
ALTERATION OF NON-OBLIGATORY CLAUSES IN THE MEMORANDUM 91
THE ARTICLES OF ASSOCIATION 92
INTERPRETATION AND ENFORCEMENT OF ARTICLES 92
ALTERATION OF ARTICLES 94
COMPANY CANNOT BIND ITSELF NOT TO ALTER ARTICLES 96
OTHER FEATURES OF ALTERATIONS 96
REQUIREMENTS TO BE OBSERVED WHEN MEMORANDUM OR ARTICLES ARE ALTERED 96
SHAREHOLDERS AGREEMENTS 97
CHAPTER 7 THE PROMOTERS
DUTIES OF PROMOTERS 100
REMEDIES FOR BREACH OF DUTY BY PROMOTERS 101
REMUNERATION OF PROMOTERS: PRE-INCORPORATION CONTRACTS 103
CHAPTER 8 FLOTATION OF A COMPANY
TYPES OF FLOTATION 106
THE IRISH STOCK EXCHANGE 107
LEGAL CONTROLS ON FLOTATIONS 109
XI
KEANE ON COMPANY LAW
THE LISTING RULES OF THE IRISH STOCK EXCHANGE HO
111
THE PROSPECTUS
CIVIL LIABILITY FOR MISSTATEMENTS IN PROSPECTUSES 114
CRIMINAL LIABILITY FOR MISSTATEMENTS OR OMISSIONS IN PROSPECTUSES 116
CHAPTER 9 APPLICATION FOR AND ALLOTMENT OF SHARES
THE APPLICATION *17
THE ALLOTMENT
L18
RENOUNCEABLE LETTERS OF ALLOTMENT 119
AUTHORITY REQUIRED FOR ALLOTMENT OF SHARES BY DIRECTORS 119
RIGHTS OF PRE-EMPTION IN THE ALLOTMENT OF SHARES 120
DIRECTORS DUTY OF GOOD FAITH IN RELATION TO ALLOTMENTS 122
PAYING FOR SHARES 123
MINIMUM PAYMENT FOR SHARES IN PLCS 126
MINIMUM SUBSCRIPTION REQUIREMENTS IN PLCS 126
ISSUE OF SHARES AT A PREMIUM 127
ISSUE OF SHARES AT A DISCOUNT 129
CHAPTER 10 COMMENCEMENT OF BUSINESS
CERTIFICATE OF INCORPORATION 131
RESTRICTIONS ON THE COMMENCEMENT OF BUSINESS 132
THE REGISTERED OFFICE OF THE COMPANY 133
DELIVERY OF PARTICULARS TO THE REVENUE COMMISSIONERS 134
PART III
CORPORATE PERSONALITY OF THE COMPANY
CHAPTER 11 SEPARATE LEGAL PERSONALITY OF THE COMPANY
THE RULE IN SALOMON S CASE 139
MODIFICATIONS OF THE RULE IN SALOMON S CASE 143
THE LEGISLATURE 144
THE COURTS 146
SINGLE ECONOMIC ENTITIES 154
CONCLUDING PRINCIPLES 160
CHAPTER 12 CONTRACTS
PRE-INCORPORATION CONTRACTS 164
FORM OF CONTRACTS 164
USE OF THE COMPANY NAME 166
THE RISE AND FALL OF THE ULTRA VIRES RULE 167
CAPACITY OF A PRIVATE COMPANY LIMITED BY SHARES 171
CAPACITY OF COMPANIES OTHER THAN LTDS 171
TRANSACTIONS NOT FOR THE BENEFIT OF THE COMPANY 173
TRANSACTIONS IN BREACH OF THE DIRECTORS DUTIES 174
LIABILITY OF COMPANY IN RESPECT OF UNAUTHORISED OR IRREGULAR
TRANSACTIONS 175
UNAUTHORISED CONTRACTS: THE DOCTRINE OF OSTENSIBLE OR APPARENT AUTHORITY
176
XLL
CONTENTS
ACTUAL AUTHORITY 176
REGISTERED PERSONS AND THE POWERS OF THE BOARD 177
OSTENSIBLE AUTHORITY 178
THE RULE IN ROYAL BRITISH BANK V TURQUAND 180
CHAPTER 13 CIVIL AND CRIMINAL LITIGATION
CAPACITY TO SUE IN TORT AND LIABILITY FOR TORTS 183
SECURITY FOR COSTS 185
APPEARANCE AND REPRESENTATION IN COURT 186
CRIMINAL LIABILITY 188
OFFENCES UNDER THE COMPANIES ACTS 190
OFFICE OF THE DIRECTOR OF CORPORATE ENFORCEMENT 191
PART IV
THE CAPITAL OF THE COMPANY
CHAPTER 14 TYPES OF CAPITAL
MEANING OF CAPITAL 195
RESERVE CAPITAL 199
IMPORTANCE OF CAPITAL 199
UNDENOMINATED CAPITAL 200
EQUITY SHARE CAPITAL 201
LOAN CAPITAL 201
CHAPTER 15 THE MAINTENANCE OF CAPITAL
THE EFFECT OF THE CAPITAL MAINTENANCE RULE ON CORPORATE
PROCEDURES CONCERNING COMPANY SHARES 204
REDEMPTION OF REDEEMABLE SHARES 204
ACQUISITION OR BUY-BACK OF A COMPANY S OWN SHARES 208
OTHER PROVISIONS DEALING WITH REDEMPTION AND PURCHASE OF
ITS OWN SHARES BY A COMPANY 212
EFFECT OF FAILURE TO REDEEM OR PURCHASE 212
SHARES HELD BY NOMINEES OF A COMPANY 213
MEMBERSHIP BY SUBSIDIARY OF HOLDING COMPANY 213
FINANCIAL ASSISTANCE BY A COMPANY FOR AN ACQUISITION OF ITS OWN SHARES
214
NEW WHITEWASH PROCEDURE USING THE SUMMARY APPROVAL PROCEDURE 218
AVOIDANCE OF TRANSACTIONS INVOLVING FINANCIAL ASSISTANCE 221
OTHER CONSEQUENCES OF UNLAWFUL FINANCIAL ASSISTANCE 224
FINANCIAL ASSISTANCE BY PLCS AND THEIR SUBSIDIARIES 224
OTHER PROVISIONS CONCERNING THE MAINTENANCE OF CAPITAL 225
PROHIBITION ON PAYMENT OF DIVIDENDS OUT OF CAPITAL 225
PROHIBITION ON REDUCTION OF CAPITAL WITHOUT SANCTION OF COURT OR SUMMARY
APPROVAL PROCEDURE 225
MEETING TO CONSIDER SERIOUS LOSS OF CAPITAL 225
XUI
KEANE ON COMPANY LAW
CHAPTER 16 ALTERATION (INCLUDING REDUCTION) OF CAPITAL
227
INTRODUCTION
INCREASE IN AUTHORISED CAPITAL 228
CONSOLIDATION AND SUBDIVISION OF SHARES 228
CONVERSION OF SHARES INTO STOCK AND RECONVERSION OF STOCK INTO SHARES
229
REDUCTION OF COMPANY CAPITAL 229
PROCEDURE ON A REDUCTION OF COMPANY CAPITAL 230
REDUCTION MUST BE FAIR AND EQUITABLE 233
FORFEITURE OF SHARES IS NOT A REDUCTION REQUIRING CONFIRMATION 233
ALTERATION OF SHARE CAPITAL INTO EUROS 234
CHAPTER 17 SHARES
GENERAL 235
NATURE OF A SHARE 235
RIGHTS OF THE SHAREHOLDER 235
DUTIES OF THE SHAREHOLDER 236
AMOUNT AND NUMBERING OF SHARES 236
DIFFERENT CLASSES OF SHARES 237
VARIATIONS OF RIGHTS OF CLASSES OF SHAREHOLDERS 238
SHARE CERTIFICATES 240
SHARE WARRANTS AND BEARER SHARES 242
PREFERENCE SHARES 242
CUMULATIVE AND NON-CUMULATIVE PREFERENCE SHARES 243
PREFERENTIAL DIVIDENDS PAYABLE ONLY OUT OF PROFITS 243
PREFERENTIAL RIGHTS AS TO CAPITAL 244
RIGHT TO PARTICIPATE FURTHER IN PROFITS AND CAPITAL 244
ARREARS OF PREFERENCE DIVIDENDS IN A WINDING UP 246
REDEEMABLE PREFERENCE SHARES 246
CALLS 247
NATURE OF A CALL 247
HOW A CALL IS ENFORCED 247
PAYMENT IN ADVANCE OF CALLS 247
FORFEITURE OF SHARES 248
GENERAL 248
CESSATION OF MEMBERSHIP ON FORFEITURE 249
RELIEF AGAINST FORFEITURE 249
SURRENDER OF SHARES 250
LIEN ON SHARES 250
GENERAL 250
A PLC CANNOT TAKE ITS OWN SHARES AS SECURITY 252
CHAPTER 18 TRANSFER AND TRANSMISSION OF SHARES
GENERAL 253
TRANSFER OF SHARES 253
TRANSFERABILITY OF SHARES 253
DIRECTORS POWER TO REFUSE TO REGISTER TRANSFERS 254
XIV
CONTENTS
OBLIGATION TO SUPPLY NEW SHARE CERTIFICATE TO TRANSFEREE 255
PRE-EMPTION OBLIGATIONS WHICH MAY BE IMPOSED BY THE CONSTITUTION ON
MEMBERS 255
FORM OF TRANSFER 257
CERTIFICATION OF TRANSFERS 257
UNCERTIFICATED TRANSFER OF SHARES IN PLCS 258
CAPACITY TO TRANSFER 258
TRANSMISSION OF SHARES 258
DEATH OF SHAREHOLDER 258
BANKRUPTCY OF SHAREHOLDER 259
TRANSMISSION IN SPECIAL CIRCUMSTANCES, INCLUDING MERGERS 259
PARTV
BORROWING BY THE COMPANY
CHAPTER 19 BORROWING POWERS OF THE COMPANY AND THE DIRECTORS
GENERAL 263
SECURITY FOR BORROWING 264
ULTRA VIRES BORROWING 264
CHAPTER 20 DEBENTURES AND CHARGES
DEBENTURE STOCK 266
SERIES OF DEBENTURES 266
TRANSFERABILITY OF DEBENTURES 267
REQUIREMENTS AS TO PROSPECTUS, ALLOTMENT, ETC IN THE CASE OF DEBENTURES
268
CONVERTIBLE DEBENTURES 268
REMEDIES OF DEBENTURE HOLDERS 268
ACTION BY INDIVIDUAL DEBENTURE HOLDERS WHERE SERIES ISSUED 268
PROOF BY DEBENTURE HOLDERS IN WINDING UP 269
FIXED AND FLOATING CHARGES 269
FIXED, OR SPECIFIC , CHARGES 269
FLOATING CHARGES 269
INDICIA OF A FLOATING CHARGE 270
EFFECT OF A FLOATING CHARGE 272
FLOATING CHARGE IS A PRESENT SECURITY 274
CRYSTALLISATION OF A FLOATING CHARGE 274
SUBORDINATION OF FLOATING CHARGES TO PREFERENTIAL CREDITORS 276
INVALIDITY OF FLOATING CHARGES UNDER SS 597 AND 598 OF THE
COMPANIES ACT 2014 278
CHARGES OVER BOOK DEBTS AND OTHER DEBTS 281
SET OFF OF DEBTS WHICH ARE THE SUBJECT OF A CHARGE 284
RESERVATION OF TITLE CLAUSES 284
MAREVA INJUNCTIONS AND DEBENTURE HOLDERS 290
XV
KEANE ON COMPANY LAW
CHAPTER 21 REGISTRATION OF CHARGES
CHARGES THAT MUST BE REGISTERED UNDER PART 7 OF THE COMPANIES ACT 2014
292
THE REQUIREMENT TO REGISTER AND THE PARTICULARS REQUIRED 294
THE PROCEDURE FOR REGISTRATION 296
ONE-STAGE PROCEDURE 296
TWO-STAGE PROCEDURE 296
CERTIFICATE OF REGISTRATION 298
PRIORITIES UPON REGISTRATION 299
JUDGMENT MORTGAGES 301
CHARGES BY EXTERNAL COMPANIES: ABOLITION OF THE SLAVENBURG FILE 302
CHARGES OVER PROPERTY OUTSIDE THE STATE 303
EXTENSION OF TIME AND RECTIFICATION OF ERRORS 303
ENTRIES OF SATISFACTION AND RELEASE OF PROPERTY FROM A CHARGE 305
CHAPTER 22 RECEIVERS
PERSONS DISQUALIFIED FROM ACTING AS RECEIVERS 308
RECEIVER USUALLY THE AGENT OF THE COMPANY 309
POWERS OF RECEIVERS 309
APPLICATION BY RECEIVER OR OTHERS FOR DIRECTIONS 311
LIABILITY OF RECEIVER ON CONTRACTS 311
DUTY OF RECEIVER TO ACT IN GOOD FAITH AND LIABILITY FOR NEGLIGENCE OR
FRAUD 312
RECEIVER S DUTY TO ACCOUNT TO COMPANY 315
APPOINTMENT OF RECEIVER BY THE COURT 315
SET OFF FOLLOWING THE APPOINTMENT OF THE RECEIVER 316
NOTIFICATION OF RECEIVER S APPOINTMENT, STATEMENT OF AFFAIRS, ETC 316
REMUNERATION OF A RECEIVER 319
RECEIVER MAY BE RELIEVED OF LIABILITY WHERE CHARGE DEFECTIVE 319
RESIGNATION AND REMOVAL OF RECEIVERS 319
APPLICATION OF WINDING-UP PROCEDURES TO RECEIVERS 320
EFFECT OF APPOINTMENT OF EXAMINER 321
PART VI
MEMBERSHIP OF THE COMPANY
CHAPTER 23 MEMBERSHIP IN GENERAL
BECOMING A MEMBER 326
CAPACITY TO BE A MEMBER 327
REGISTER OF MEMBERS 328
REGISTER PRIMA FACIE EVIDENCE OF CONTENTS 332
CHAPTER 24 DISCLOSURE OF INTERESTS IN SHARES AND DEBENTURES
DISCLOSURE OF DIRECTORS INTERESTS IN SHARES AND DEBENTURES 334
THE CIRCUMSTANCES IN WHICH NOTIFICATION IS REQUIRED 335
THE NOTIFICATION 335
DISCLOSABLE INTERESTS 335
XVI
CONTENTS
ENFORCEMENT OF NOTIFICATION OBLIGATION 337
DISCLOSABLE INTERESTS REGISTER 338
NOTIFIABLE ACQUISITIONS OF SHARES IN PLCS BY INDIVIDUALS OR GROUPS 339
INDIVIDUAL OBLIGATION TO NOTIFY 339
GROUP OBLIGATION TO NOTIFY 340
REGISTER OF INDIVIDUAL AND GROUP ACQUISITIONS 342
DISCLOSURE NOTICES AND DISCLOSURE ORDERS 342
DISCLOSURE NOTICES: INVESTIGATION BY A PLC OF THE OWNERSHIP OF ITS
OWN SHARES 342
DISCLOSURE ORDERS IN RELATION TO COMPANIES OTHER THAN PLCS 343
CHAPTER 25 MEETINGS AND RESOLUTIONS
MEETINGS 347
ANNUAL GENERAL MEETING 348
BUSINESS AT ANNUAL GENERAL MEETING 349
EXTRAORDINARY GENERAL MEETINGS 350
POWER OF COURT TO CONVENE MEETING 351
PLACE OF MEETING 352
NOTICE OF MEETINGS 352
MINIMUM NOTICE PERIODS 352
PERSONS ENTITLED TO NOTICE 353
SERVICE OF NOTICE 353
CONTENT OF NOTICE 354
RESOLUTIONS 355
ORDINARY AND SPECIAL RESOLUTIONS 355
NO REQUIREMENT THAT RESOLUTIONS BE CIRCULATED TO MEMBERS 356
WRITTEN RESOLUTIONS 356
PROCEEDINGS AT MEETINGS 358
VOTING AT MEETINGS 360
SEPARATE MEETINGS OF CLASSES OF SHAREHOLDERS 363
ONLY REGISTERED MEMBERS AND DEBENTURE HOLDERS MAY ATTEND AND VOTE 364
NOTICE, VOTING AND ATTENDANCE WHERE UNCERTIFICATED SECURITIES ARE ISSUED
365
THE RIGHT TO VOTE FREELY 365
MEETINGS OF TRADED PLCS - THE SHAREHOLDER RIGHTS DIRECTIVE 365
DEFAMATORY STATEMENTS 367
MINUTES OF MEETINGS 368
THE SUMMARY APPROVAL PROCEDURE 368
CHAPTER 26 MAJORITY AND MINORITY RIGHTS
THE RULE IN FOSS V HARBOTTLE AND ITS EXCEPTIONS 373
THE FIRST EXCEPTION - ULTRA VIRES ACTS 375
THE SECOND EXCEPTION - PURPORTED RATIFICATION WITHOUT THE REQUIRED
MAJORITY 376
THE THIRD EXCEPTION - FRAUD ON THE MINORITY 376
THE JUSTICE OF THE CASE - A FURTHER EXCEPTION? 378
THE DERIVATIVE ACTION 381
REPRESENTATIVE DERIVATIVE ACTION 384
XVN
KEANE ON COMPANY LAW
CLAIMS THAT THE PLAINTIFFS SHARES HAVE BEEN REDUCED IN VALUE 384
CONSTITUTIONAL REQUIREMENTS 387
REMEDY IN THE CASE OF OPPRESSION 387
PERSONS ENTITLED TO RELIEF UNDER S 212 390
MEANING OF OPPRESSION 392
THE HEARING OF AN APPLICATION FOR RELIEF AGAINST OPPRESSION 395
THE COSTS OF THE APPLICATION FOR RELIEF 397
PART VII
ADMINISTRATION OF THE COMPANY
CHAPTER 27 THE DIRECTORS
INTRODUCTION 401
SHADOW DIRECTORS 402
MANAGING DIRECTOR 404
LIFE DIRECTORS 405
NUMBER OF DIRECTORS 405
FIRST DIRECTORS 406
ONE DIRECTOR TO BE RESIDENT IN THE EEA 406
LIMITATION ON NUMBER OF DIRECTORSHIPS 408
PROHIBITION ON MINORS BEING DIRECTORS 409
APPOINTMENT AND RETIREMENT OF DIRECTORS 409
DE FACTO DIRECTORS 411
REMOVAL OF DIRECTORS 412
DIRECTORS SERVICE CONTRACTS 413
REMUNERATION OF DIRECTORS 417
BOARD STRUCTURES OF LISTED PLCS AND OTHER COMPANIES 418
LOANS TO DIRECTORS 419
TRANSACTIONS ENCOMPASSED BY THE PROHIBITION 420
EXEMPTIONS FROM THE PROHIBITION 421
FORMALITIES OF LOANS TO DIRECTORS 423
ENFORCEMENT OF THE PROHIBITION 423
SUBSTANTIAL TRANSACTIONS IN RESPECT OF NON-CASH ASSETS INVOLVING
DIRECTORS 424
POWERS AND DUTIES OF DIRECTORS 425
DIRECTORS COMMON LAW FIDUCIARY DUTIES 426
LIABILITY OF DIRECTORS TO ACCOUNT FOR BENEFITS 431
COMMON LAW DUTIES OF SKILL CARE AND DILIGENCE 433
REMEDIES AGAINST DIRECTORS 435
RELIEF FROM LIABILITY AS DIRECTOR 436
STATUTORY RESTATEMENT OF THE FIDUCIARY DUTIES OF DIRECTORS 437
OTHER STATUTORY DUTIES OF DIRECTORS 442
DIRECTORS COMPLIANCE STATEMENTS 444
STATUTORY REGULATION OF CONTRACTS BY DIRECTORS WITH THE COMPANY 445
MEETINGS OF DIRECTORS 447
REGISTER OF DIRECTORS 449
XVUI
CONTENTS
OBLIGATION TO NOTIFY REGISTRAR OF CHANGE IN PARTICULARS OF DIRECTOR OR
SECRETARY 449
RESTRICTION AND DISQUALIFICATION OF DIRECTORS 451
RESTRICTIONS ON DIRECTORS OF INSOLVENT COMPANIES 451
COMPANIES WHOSE DIRECTORS CAN BE RESTRICTED 452
PERSONS WHO MAY BE RESTRICTED 452
PERSONS WHO MAY APPLY TO RESTRICT 453
COSTS OF THE APPLICATION TO RESTRICT 454
DEFENCES TO AN APPLICATION TO RESTRICT 454
EFFECT OF DELAY 456
CONSEQUENCES OF A RESTRICTION ORDER 456
CONSEQUENCES OF CONTRAVENING A RESTRICTION ORDER 458
COURT MAY GRANT RELIEF TO RESTRICTED PERSONS 459
RESTRICTION UNDERTAKINGS 460
THE DEFENCE OF ACTING HONESTLY AND RESPONSIBLY , ETC 460
DISQUALIFICATION 471
AUTOMATIC DISQUALIFICATION 471
DISQUALIFICATION BY ORDER OF THE COURT 472
LENGTH OF DISQUALIFICATION PERIOD 478
DELAY 480
COSTS OF THE APPLICATION 480
VOLUNTARY DISQUALIFICATION UNDERTAKING 480
RELIEF FROM DISQUALIFICATION 481
CONSEQUENCES OF BREACH OF A DISQUALIFICATION ORDER OR UNDERTAKING 481
CHAPTER 28 THE SECRETARY
FUNCTIONS OF SECRETARY 483
APPOINTMENT OF SECRETARY 484
DISCLOSURE AND OTHER OBLIGATIONS OF SECRETARIES 485
STATUTORY DUTIES OF THE SECRETARY 486
IMPLIED AUTHORITY OF SECRETARY TO ACT ON BEHALF OF THE COMPANY 487
CHAPTER 29 THE ANNUAL RETURN AND STRIKING OFF OF COMPANIES
THE ANNUAL RETURN 489
MATTERS TO BE INCLUDED IN THE ANNUAL RETURN 490
DOCUMENTS TO BE ANNEXED TO THE ANNUAL RETURN 491
EXEMPTIONS FROM FILING CERTAIN INFORMATION FOR SMALL AND MEDIUM
COMPANIES 493
SMALL COMPANIES 493
MEDIUM COMPANIES 494
TIME LIMIT FOR MAKING RETURN 495
POWER OF COURT TO EXTEND TIME FOR MAKING ANNUAL RETURN 495
FORMAT OF THE ANNUAL RETURN 496
DEFAULT IN MAKING RETURN 496
STRIKING OFF THE REGISTER 497
EFFECT OF STRIKE OFF 498
RESTORATION TO THE REGISTER 498
ADMINISTRATIVE RESTORATION BY THE REGISTRAR 499
XIX
KEANE ON COMPANY LAW
RESTORATION BY THE COURT
APPLICATION BY THE COMPANY, OR AN OFFICER, MEMBER OR CREDITOR 499
APPLICATION BY THE REGISTRAR 501
JURISDICTION OF THE CIRCUIT COURT TO ORDER RESTORATION 501
CHAPTER 30 ACCOUNTS AND AUDIT
ACCOUNTING RECORDS 505
THE STATUTORY FINANCIAL STATEMENTS 508
FINANCIAL YEAR 509
ENTITY FINANCIAL STATEMENTS AND FINANCIAL REPORTING FRAMEWORKS 510
THE REQUIREMENTS OF SCHEDULE 3 AND PROPOSED 3 A AND 3B FOR
COMPANIES ACT ENTITY FINANCIAL STATEMENTS 513
THE BALANCE SHEET 513
THE PROFIT AND LOSS ACCOUNT 515
GENERAL RULES AND ACCOUNTING PRINCIPLES 516
NOTES TO THE FINANCIAL STATEMENTS 517
PROPOSED SCHEDULE 3A 518
PROPOSED SCHEDULE 3 B 519
PROFIT AND LOSS ACCOUNT WHERE GROUP FINANCIAL STATEMENTS ARE PREPARED
519
GENERAL NOTES AND DISCLOSURES REQUIRED IN THE FINANCIAL STATEMENTS 519
DISCLOSURE OF DIRECTORS REMUNERATION AND TRANSACTIONS AND ARRANGEMENTS
INVOLVING DIRECTORS 521
APPROVAL AND SIGNATURE OF THE STATUTORY FINANCIAL STATEMENTS 523
THE DIRECTORS REPORT 524
SUMMARY FINANCIAL STATEMENTS BY PLCS 527
GROUP FINANCIAL STATEMENTS 528
WHETHER HOLDING COMPANY-SUBSIDIARY UNDERTAKING RELATIONSHIP EXISTS 529
EXEMPTIONS FROM THE OBLIGATION TO PREPARE GROUP FINANCIAL STATEMENTS 531
COMPANIES ACT GROUP FINANCIAL STATEMENTS 534
ADDITIONAL NOTES IN THE CASE OF COMPANIES ACT GROUP FINANCIAL
STATEMENTS 537
PROPOSED SCHEDULE 4B 538
VOLUNTARY REVISION OF DEFECTIVE FINANCIAL STATEMENTS AND DIRECTORS
REPORT 538
AUDIT AND AUDIT EXEMPTION 541
GENERAL 541
SMALL COMPANY AND SMALL GROUP AUDIT EXEMPTION 542
SMALL COMPANY 542
MEDIUM AND LARGE COMPANIES 544
MICRO COMPANIES 544
THE AUDIT EXEMPTION FOR SMALL COMPANIES 545
THE AUDIT EXEMPTION FOR SMALL GROUPS 545
LOSS OF AUDIT EXEMPTION 546
FORMALITIES TO BE OBSERVED WHERE AUDIT EXEMPTION AVAILED OF 546
DORMANT COMPANY AUDIT EXEMPTION 547
STATUTORY AUDITORS 548
QUALIFICATIONS OF STATUTORY AUDITORS 548
SUPERVISION AND OVERSIGHT OF AUDITORS 55I
XX
CONTENTS
APPOINTMENT, REMOVAL, RESIGNATION, AND REMUNERATION OF STATUTORY
AUDITORS 554
STATUS AND DUTIES OF AUDITORS 558
RIGHTS OF STATUTORY AUDITORS 561
LIABILITY OF AUDITORS 562
AUDIT COMMITTEES 565
CHAPTER 31 DIVIDENDS AND DISTRIBUTION OF PROFITS
GENERAL POWER OF COMPANY TO PAY DIVIDENDS 570
DECLARATION OF DIVIDEND 570
ENFORCING THE PAYMENT OF DIVIDENDS 571
APPORTIONMENT OF DIVIDENDS 571
DIVIDEND WARRANTS 571
DIVIDEND MANDATES 571
SCRIP DIVIDEND 571
DIVIDENDS MUST NOT BE PAID OUT OF CAPITAL 572
RESTRICTIONS ON THE DISTRIBUTIONS OF PROFITS AND ASSETS 572
TREATMENT OF PRE-ACQUISITION PROFITS OF A SUBSIDIARY AS PROFITS
AVAILABLE FOR
DISTRIBUTION 574
VALUATION OF DISTRIBUTIONS IN KIND 574
RESTRICTIONS ON PLCS 575
THE RELEVANT FINANCIAL STATEMENTS FOR DETERMINING DISTRIBUTION 575
CONSEQUENCES OF UNLAWFUL DISTRIBUTION 576
CHAPTER 32 REORGANISATIONS, ACQUISITIONS, MERGERS AND DIVISIONS
OVERVIEW OF THE LEGISLATIVE MECHANISMS 577
SCHEMES OF ARRANGEMENT 579
APPROVAL OF SCHEME BY COURT 581
RECONSTRUCTION BY VOLUNTARY LIQUIDATION 582
ACQUISITIONS AND TAKE-OVERS 584
SQUEEZE-OUTS IN TRADED PLCS 588
MERGERS AND DIVISIONS 588
COMMON DRAFT TERMS OF MERGER 589
DIRECTORS EXPLANATORY REPORT 590
EXPERT REPORT 591
INSPECTION OF COMMON DRAFT TERMS AND REPORTS BY THE MEMBERS 591
RESOLUTION APPROVING THE COMMON DRAFT TERMS 591
MERGER FINANCIAL STATEMENTS 592
OPTION OF MINORITY TO BE BOUGHT OUT 592
CONFIRMATION BY COURT 593
EFFECT OF THE MERGER 593
LIABILITY FOR MISCONDUCT AND MISSTATEMENTS 594
DIVISIONS 594
MERGERS INVOLVING PLCS 596
CROSS-BORDER MERGERS 596
MERGER BY FORMATION OF A SOCIETAS EUROPAEA 597
COMPENSATION FOR LOSS OF OFFICE ON TAKEOVER OR MERGER, ETC 598
DISTRIBUTIONS FOLLOWING REORGANISATIONS, MERGERS, AND ACQUISITIONS 598
XXI
KEANE ON COMPANY LAW
CONTROL OF MERGERS AND TAKE-OVERS 599
MERGER CONTROL
JYY
TAKE-OVER REGULATION 600
CHAPTER 33 FRAUDULENT AND RECKLESS TRADING
CIVIL LIABILITY FOR FRAUDULENT OR RECKLESS TRADING 604
CIVIL LIABILITY FOR RECKLESS TRADING 605
CIVIL LIABILITY FOR FRAUDULENT TRADING 608
NATURE AND SCOPE OF THE JUDGMENT FOR CIVIL LIABILITY FOR FRAUDULENT OR
RECKLESS TRADING 610
LIMITATION PERIOD FOR CIVIL LIABILITY FOR FRAUDULENT OR RECKLESS TRADING
611
CRIMINAL LIABILITY FOR FRAUDULENT TRADING 611
CHAPTER 34 MARKET ABUSE: INSIDER DEALING AND MARKET MANIPULATION
INSIDER DEALING 615
BACKGROUND 615
THE PROHIBITION 616
PERSONS WHO MIGHT COMMIT INSIDER DEALING 616
INSIDE INFORMATION 617
UNLAWFUL DISCLOSURE OF INSIDE INFORMATION 619
MARKET MANIPULATION 619
EXEMPTIONS 620
DISCLOSURE AND REPORTING REQUIREMENTS IN RESPECT OF INSIDE
INFORMATION AND MARKET ABUSE INFRINGEMENTS 621
INSIDER LISTS 621
MANAGERS TRANSACTIONS 622
REPORTING OF INFRINGEMENTS 622
FAIR PRESENTATION OF RECOMMENDATIONS 622
DIRECTORS COMPLIANCE STATEMENTS 623
CRIMINAL LIABILITY FOR MARKET ABUSE 623
ADMINISTRATIVE SANCTIONS FOR MARKET ABUSE 624
CIVIL LIABILITY FOR MARKET ABUSE 624
LIABILITY FOR MARKET ABUSE AT COMMON LAW 625
CHAPTER 35 INVESTIGATION OF A COMPANY S AFFAIRS
INTRODUCTION 627
COURT ORDER FOR INVESTIGATION 628
THE NATURE AND SCOPE OF AN INVESTIGATION 632
POWERS OF THE INSPECTORS 634
INVESTIGATION OF OTHER COMPANIES 634
PRODUCTION OF DOCUMENTS 635
ATTENDANCE AND EXAMINATION ON OATH 635
ASSISTANCE IN GENERAL 635
DIRECTORS BANK ACCOUNTS 635
THE INSPECTORS REPORT 637
INVESTIGATION OF COMPANY OWNERSHIP BY THE DIRECTOR 640
PRELIMINARY INQUIRIES AND SEARCHES 643
XXII
CONTENTS
PRODUCTION OF BOOKS AND DOCUMENTS 643
ENTRY ON TO AND SEARCH OF PREMISES 646
PUBLICATION OR DISCLOSURE OF INFORMATION, BOOKS AND DOCUMENTS 646
ADMISSIBILITY OF ANSWERS AND OF REPORTS IN OTHER PROCEEDINGS 648
PRODUCTION AND INSPECTION OF BOOKS WHERE OFFENCE SUSPECTED 649
PART VIII
WINDING UP OF COMPANIES AND EXAMINERSHIP
CHAPTER 36 WINDING UP BY THE COURT
INTRODUCTION 653
WINDING UP BY THE COURT 654
COMPANIES THAT MAY BE WOUND UP BY THE COURT 654
WHEN A COMPANY MAY BE WOUND UP BY THE COURT 655
INABILITY TO PAY DEBTS 656
JUST AND EQUITABLE 657
OPPRESSION OF A MEMBER 659
WINDING UP OF RELATED COMPANIES 659
THE PETITION 660
GENERAL 660
PETITIONS BY CREDITORS 661
CONVERSION OF VOLUNTARY WINDING UP TO COURT WINDING UP 662
PETITIONS BY CONTRIBUTORIES 663
FORM AND PRESENTATION OF THE PETITION 663
SERVICE AND ADVERTISEMENT OF THE PETITION 665
THE STATUTORY AFFIDAVIT 665
NOTICE OF INTENTION TO APPEAR 666
AFFIDAVITS IN OPPOSITION 666
WITHDRAWAL OF PETITION 666
HEARING OF THE PETITION 667
THE WINDING-UP ORDER AND ITS EFFECT 668
POST-COMMENCEMENT DISPOSITIONS 668
VOIDANCE OF EXECUTIONS AGAINST THE PROPERTY OF THE COMPANY 670
INVALID FLOATING CHARGES 670
STAYING OF PROCEEDINGS AGAINST THE COMPANY 671
COSTS OF PETITION 671
APPEAL 672
THE STATEMENT OF AFFAIRS 672
NOTICE OF THE WINDING-UP ORDER 673
THE LIQUIDATOR 674
APPOINTMENT OF THE LIQUIDATOR 674
QUALIFICATIONS AND DISQUALIFICATIONS OF LIQUIDATORS 675
REMUNERATION OF LIQUIDATOR 678
PROVISIONAL LIQUIDATOR 680
RESIGNATION AND REMOVAL 681
FUNCTIONS AND DUTIES OF THE LIQUIDATOR 681
XXIN
KEANE ON COMPANY LAW
POSITION OF THE LIQUIDATOR 682
CUSTODY OF ASSETS
682
THE COMMITTEE OF INSPECTION 684
MEETINGS OF CREDITORS AND CONTRIBUTORIES 684
POWERS OF THE LIQUIDATOR 685
DISCLAIMER OF ONEROUS PROPERTY 687
FILE OF PROCEEDINGS 689
CONTRIBUTORIES 689
LIST OF CONTRIBUTORIES 690
POWER TO MAKE CALLS ON CONTRIBUTORIES 691
PAYMENT OF OTHER DEBTS BY CONTRIBUTORIES 691
PAYMENT IN OF MONIES AND DEPOSIT OF SECURITIES 691
ADJUSTMENT OF RIGHTS OF CONTRIBUTORIES AND DISTRIBUTION OF SURPLUS
ASSETS
AMONG THE PERSONS ENTITLED 692
THE CREDITORS 692
APPLICATION OF THE RULES IN BANKRUPTCY 693
ASCERTAINMENT AND PROOF OF CLAIMS BY CREDITORS 694
PARI PASSU RULE 695
PREFERENTIAL DEBTS 696
COSTS AND EXPENSES OF THE WINDING UP 699
SECURED CREDITORS 701
FLOATING CHARGES 701
LEASEHOLD PROPERTY 701
INTEREST 702
UNFAIR PREFERENCES 702
POWER OF COURT TO ORDER THE RETURN OF ASSETS IMPROPERLY TRANSFERRED 704
RECKLESS AND FRAUDULENT TRADING 705
CONTRIBUTION TO DEBTS BY RELATED COMPANIES 706
PROPERTY HELD IN TRUST 706
MISFEASANCE PROCEEDINGS 707
EXAMINATION BY THE COURT 707
ARREST OF ABSCONDING CONTRIBUTORY OR OFFICER 709
INSPECTION OF BOOKS BY CREDITORS, CONTRIBUTORIES AND DIRECTOR 710
OFFENCES BY OFFICERS OF COMPANIES IN LIQUIDATION 710
REPORTING OF OFFENCES 711
PERIODIC REPORTS OF THE LIQUIDATOR 711
ANNUAL MEETING OF COMMITTEE OF INSPECTION OR CREDITORS 711
REPORT TO REGISTRAR 712
REPORT ON DIRECTORS AND OBLIGATION TO APPLY FOR RESTRICTION OF DIRECTORS
712
TERMINATION OF THE WINDING UP 713
UNCLAIMED DIVIDENDS AND UNDISTRIBUTABLE BALANCES 713
POWER OF COURT TO DECLARE DISSOLUTION VOID 714
ULTIMATE DISPOSAL OF SEALS, BOOKS, PAPERS AND RECORDS 714
CHAPTER 37 EXAMINERSHIP
THE DEVELOPMENT OF EXAMINERSHIP 715
PRINCIPAL FEATURES OF THE EXAMINERSHIP SCHEME 718
XXIV
CONTENTS
GROUNDS FOR APPOINTING AN EXAMINER 718
APPLICATION FOR THE APPOINTMENT OF AN EXAMINER 722
APPLICATION MAY BE MADE TO THE CIRCUIT COURT IN THE CASE OF A SMALL
COMPANY 723
INDEPENDENT EXPERT S REPORT 723
INTERIM PROTECTION PENDING INDEPENDENT EXPERT S REPORT 725
OTHER MATTERS TO BE MENTIONED IN THE PETITION 726
THE HEARING OF THE PETITION 727
THE ORDER OF THE COURT 727
INTERIM EXAMINERSHIP 728
RELATED COMPANIES 728
THE EXAMINER 729
QUALIFICATION 729
REMUNERATION AND EXPENSES OF EXAMINER 729
LIABILITY 730
RESIGNATION AND REMOVAL 731
EFFECT OF THE ORDER APPOINTING AN EXAMINER 731
HEARING TO CONSIDER IRREGULARITIES IN THE COMPANY S AFFAIRS 733
FUNCTIONS AND POWERS OF THE EXAMINER 734
CERTIFICATION OF LIABILITIES OF THE COMPANY 737
ADDITIONAL POWERS WITH APPROVAL OF THE COURT 737
VESTING OF THE DIRECTORS POWERS IN THE EXAMINER 737
DEALING WITH PROPERTY SUBJECT TO A SECURITY 738
SAME POWERS AS A LIQUIDATOR, INCLUDING POWER TO DISCLAIM ONEROUS
PROPERTY 738
REPUDIATION OF UNPERFORMED CONTRACTS, INCLUDING LEASES 739
COMPROMISES AND SCHEMES OF ARRANGEMENT 740
COMPROMISE OF LEASES 742
EXAMINER S REPORT TO THE COURT 743
CONFIRMATION OF PROPOSALS BY THE COURT 743
EFFECT OF COMPROMISE OR SCHEME ON LIABILITY OF GUARANTORS 748
FRAUDULENT OR RECKLESS TRADING 749
CESSATION OF PROTECTION OF COMPANY 749
CHAPTER 38 VOLUNTARY WINDING UP
COMMENCEMENT OF VOLUNTARY WINDING UP 751
MEMBERS VOLUNTARY WINDING UP 752
COMMENCEMENT OF MEMBERS VOLUNTARY WINDING UP 752
DECLARATION OF SOLVENCY 752
RIGHT OF CREDITORS TO APPLY TO COURT 753
APPOINTMENT OF LIQUIDATOR IN MEMBERS VOLUNTARY WINDING UP 754
OBLIGATION OF LIQUIDATOR TO REPORT INSOLVENCY TO CREDITORS 755
CREDITORS VOLUNTARY WINDING UP 756
COMMENCEMENT OF CREDITORS VOLUNTARY WINDING UP 756
THE CREDITORS MEETING 756
APPOINTMENT OF LIQUIDATOR IN A CREDITORS VOLUNTARY WINDING UP 757
THE COMMITTEE OF INSPECTION 758
XXV
KEANE ON COMPANY LAW
POWERS OF THE LIQUIDATORS IN A VOLUNTARY WINDING UP 759
POWER OF LIQUIDATOR IN MEMBERS VOLUNTARY WINDING UP TO ACCEPT SHARES AS
CONSIDERATION FOR SALE OF COMPANY PROPERTY 760
DISTRIBUTION
L
IN SPECIE IN A MEMBERS VOLUNTARY WINDING UP 760
MEETINGS OF THE COMPANY AND CREDITORS 761
REMUNERATION OF THE LIQUIDATOR 761
APPLICATIONS TO THE COURT 762
POSSESSION OF BOOKS AND ASSETS BY LIQUIDATOR 763
REMOVAL OF LIQUIDATOR 763
REPORTING OBLIGATIONS 764
COSTS, CHARGES AND EXPENSES 765
FINAL MEETING AND DISSOLUTION 765
INDEX 767
XXVI
|
any_adam_object | 1 |
author | Hutchinson, G. Brian Keane, Ronan |
author_GND | (DE-588)1028018916 (DE-588)17022435X |
author_facet | Hutchinson, G. Brian Keane, Ronan |
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id | DE-604.BV042151944 |
illustrated | Not Illustrated |
indexdate | 2024-07-10T01:13:59Z |
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isbn | 1780435428 9781780435428 |
language | English |
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physical | ciii, 791 Seiten |
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spellingShingle | Hutchinson, G. Brian Keane, Ronan Keane on company law |
title | Keane on company law |
title_auth | Keane on company law |
title_exact_search | Keane on company law |
title_full | Keane on company law G. Brian Hutchinson and Ronan Keane |
title_fullStr | Keane on company law G. Brian Hutchinson and Ronan Keane |
title_full_unstemmed | Keane on company law G. Brian Hutchinson and Ronan Keane |
title_short | Keane on company law |
title_sort | keane on company law |
url | http://bvbr.bib-bvb.de:8991/F?func=service&doc_library=BVB01&local_base=BVB01&doc_number=027591759&sequence=000001&line_number=0001&func_code=DB_RECORDS&service_type=MEDIA |
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