Since 1873, Gore-Browne on Companies has kept solicitors and barristers at the cutting edge of company law and practice. As the Companies Act 2006 changes the legal landscape, this reliability matters more than ever.

From constitution through to liquidation, it provides the definitive answer to questions about company administration, share capital, takeovers and mergers.

Gore-Browne on Companies has already taken in all eight stages of implementation of the Companies Act 2006 and from October 1 2009, it carries detailed coverage of the new Model Articles. Commentary on the issues arising in transitional arrangements ensures that you are fully prepared to interpret and apply the Companies Act 2006.

Gore-Browne on Companies is a trusted resource and a complete reference service. It offers:

A clear, logical structure
guaranteeing ease of use enabling you to find essential information quickly

Regular updates
improving your awareness of new case-law, practice developments and the Companies Act 2006 implementation

Companies Act 2006 Legislation Tracker
explaining what stage the implementation process has now reached

Destination Tables
showing the origin of the company law provisions of the CA 2006

Case Archive
hundreds of cases from 1998 to the present day

Gore-Browne on the Companies Act 2006 Special Release
provides a detailed narrative of the CA 2006 in one place with cross references to the relevant chapters in Gore-Browne

Regular Bulletins
covering the latest company law developments and with digests of important cases and key statutory instruments


It is relied upon by thousands of lawyers across the legal profession:

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Editor In Chief

The Rt Hon The Lord Millett, A Lord of Appeal in Ordinary

Consultant Editor

Michael Todd QC, Erskine Chambers, London

General Editor

Alistair Alcock, MA, FSI, Professor, University of Buckingham

Advisory Board

Richard Calnan, Partner, Norton Rose
Paul Crook, Global Head of Corporate Know-How and Training, Allen & Overy LLP
Carol Shutkever, Partner, Herbert Smith
Andrew Stafford QC, Littleton Chambers

Editor Emeritus

A J Boyle, LLM, SJD, Barrister, Emeritus Professor of Law, University of London, Honorary Fellow of the Society of Advanced Legal Studies

Commonwealth Editor

Andrew Keay, LLB, MDiv, LLM, PhD, Professor of Corporate and Commercial Law, Centre for Business Law and Practice, School of Law, University of Leeds

Scottish Editor

David Bennett, MA, LLB, WS, Solicitor

Contributors

Catherine Addy, MA, LLM (Cantab), Barrister, Maitland Chambers
Alistair Alcock, MA, FSI, Professor, University of Buckingham
David Allison, MA (Cantab), Barrister, 3-4 South Square
Jonathan Atha LLB, MA, Solicitor, O'Melveny & Myers LLP, London
John R Birds, LLM, Emeritus Professor in the School of Law, University of Manchester, Honorary Professor in the School of Law, University of Sheffield
AJ Boyle, LLM, SJD, Barrister, Emeritus Professor of Law, University of London, Honorary Fellow of the Society of Advanced Legal Studies
Wendy Braithwaite, BA, LLB, Solicitor, Allen & Overy LLP
Andrew Bretherton, Partner, Candey LLP
Chris Brockman LLB, Solicitor, Guildhall Chambers, Bristol
Ming Chung, LLB, Barrister
Jeffrey Cox, FCA, BSc, Technical Senior Manager, Crowe Clark Whitehill LLP
Louis Doyle, LLB, LLM, Barrister, Kings Chambers
Geoffrey Fuller, MA (Oxon), Partner, Allen & Overy LLP
Steve Gale, FCA, Crowe Clark Whitehill
Carsten Gerner-Beuerle, Assessor iur, LLM, PhD, Lecturer in Corporate Law, London School of Economics and Political Science
Jeremy Goldring, BA (Oxon), Barrister, 3-4 South Square
Marcus Haywood, BA (Oxon), Barrister, 3-4 South Square
John P Lowry, LLB, LLM (Lond), FRSA, Professor of Law, Faculty of Laws, University College London
Gerard McCormack, Professor of International Business Law, University of Leeds
Tristan Maultby, Norton Rose
Eva Micheler, Senior Lecturer, Department of Law, London School of Economics
Kathleen O'Reilly LLB, Solicitor, Head of Internal Legal Services, Jordans Limited, Bristol
Stefan Ramel, LLB, LLM (Cantab), Barrister, Guildhall Chambers, Bristol
David Southern, MA, DPhil, MPhil, Barrister ATII, 3 Temple Gardens, Temple; Visiting Professional Fellow, Centre for Commercial Law Studies, Queen Mary, University of London
Justin M Stock Partner, Morrison & Foerster (UK) LLP
Peter A Stone, MA, LLB (Cantab), Barrister, Professor of Law, University of Essex
James Stonebridge, Partner, Norton Rose
Hannah Thornley, MA (Cambridge), Barrister, 3-4 South Square
Charlotte Villiers, Professor of Company Law, School of Law, University of Bristol
Paul Vine, Solicitor, Norton Rose
Richard Williams, LLB, LLM, PhD, Fellow and Director of Studies in Law, Homerton College, Cambridge

Bulletin

Fiona Macmillan, Professor of Law, Birkbeck College, University of London

VOLUME 1
Contents
Contributors
Explanation of the work
Table of abbreviations
Table of derivations for EEC Treaty Articles

COMPANIES ACT 2006 LEGISLATION TRACKER

COMPANIES ACT 2006 DESTINATION TABLES

BULLETIN
Gore-Browne Bulletin

TABLES
Table of Cases
Table of Statutes
Table of Statutory Instruments
Table of Insolvency Rules
Table of Scottish Insolvency Rules
Table of EC Legislation

PART I

COMPANIES AND OTHER ASSOCIATIONS

1 The UK Framework
2 The European Framework
3 Registration of Companies
3A Names and Registered Offices
3B Registrars of Companies
4 Companies Not Formed Under the Companies Legislation
5 Overseas Companies

PART II

CONSTITUTION AND PERSONALITY
6 The Constitution
7 Legal Personality
7A Attribution and Crimes
8 Transactions Binding the Company
9 Pre-Incorporation Issues

PART III

MEMBERS
10 Membership of a Company
10A Register of Members
10B Beneficial Ownership
11 Resolutions
11A Written Resolutions of Private Companies
12 Meetings
12A Notice of Meetings
12B Conduct of Meetings
12C Records and Disclosure of Meetings, Resolutions and Polls

PART IV

DIRECTORS AND MANAGEMENT
13 Directors – Appointment and Removal
14 Management of a Company
15 Directors’ Duties
16 Directors’ Specific Obligations
17 Relief from Liability

PART V

ENFORCEMENT OF DUTIES
18 Derivative and Direct Shareholder Claims
19 Unfair Prejudice
20 Investigations
20A Disqualification

Index

VOLUME 2
Contents

PART VI

SHARE CAPITAL
21 Types of Shares, Rights and Liabilities
22 Allotment of Shares
23 Transfer of Shares
23A Introduction to the Maintenance of Share Capital
24 [Deleted]
24A Acquisition by a Company of its Own Shares
24B Financial Assistance by a Company for the Acquisition of its Own Shares
25 Dividends
26 Capital Reorganisations

PART VII

LOANS
27 Types of Loans and their Rights
28 Restrictions, Guarantees and Trustees
29 Transfers and Variations
30 Creating Charges
31 Registration of Charges

PART VIII

GENERAL DISCLOSURE REQUIREMENTS
32 The European Framework
33 Register of Directors and of Interests in Voting Shares
34 Annual Returns
35 Accounts and their Publication
36 Form and Content of Accounts
36A Form and Content of Directors’ Reports
37 Filing and Defective Accounts
37A Appointment and Removal of Auditors
37B Functions and Liability of Auditors

PART IX

QUOTED COMPANIES
38 The European Framework
39 The UK Framework
40 Obtaining an Equity Listing
41 Continuing Obligations
42 Market Misconduct
43 Liability for Information

PART X

TAKEOVERS AND MERGERS
44 Europe and Takeovers
45 Takeover Code
46 Reconstruction and Amalgamation

PART XI

TAXATION
47 Corporation Tax
48 Rates of Corporation Tax, Computation and Losses
48A Debt, Equity and Distributions

PART XII

FINANCIAL DIFFICULTIES
49 Introduction to Restructuring and Insolvency
50 Debenture Holders’ Remedies and Receivers
51 Voluntary Arrangements
52 Administration
53 European and International Insolvency
54 Administrative Receivership
54A Floating Charges and Receivers in Scotland

PART XIII

LIQUIDATION
55 Compulsory Liquidation: Grounds
56 Compulsory Liquidation: Procedure
57 Voluntary Liquidation: Procedure
58 Liquidators and Collection of Assets
59 Claims Against the Company
60 Application of Funds and Dissolution
61 Civil and Criminal Liabilities and Office-holder’s Powers of Investigation
62 Financial Markets and Insolvency

PART XIV

CONFLICT OF LAWS
63 Companies and the Conflict of Laws

Index

Filing Record
Request for missing pages
Change of address
Checklist of pages

Update 99 

Update 99 includes changes and developments in the following chapters: 7 (Legal Personality); 10 (Membership of a Company); 10A (Register of Members); 10B (Beneficial Ownership); 11 (Resolutions); 12 (Meetings); 12A (Notice of Meetings); 12B (Conduct of Meetings); 19 (Unfair Prejudice); 22 (Allotment of Shares); 28 (Restrictions, Guarantees and Trustees); and 52 (Administration).

Many of the 2011 and 2010 cases added can now be found on Company Law Online where you can access full transcripts: click on ‘Assisted Search’ and type the first name or names of the case and it will take you to the transcript, which you can, if you wish, print out as a PDF.

Chapter 7 has been updated by Professor Alistair Alcock. Piercing the corporate veil has been subject to a number of 2011 decisions and these are all given detailed consideration: VTB Capital PLC v Nutritek International Corporation, Gramsci Shipping Corp v Stepanovs (see Company Law Online for the transcript) and Chandler v Cape plc (see Company Law Online for the transcript). This area of law is explored in the article by Professor Alcock in the 2012 Special Release.

Chapter 52 has undergone a major review with new cases added and effects of recent Regulations explained. The 2011 decision of Nortel is examined in great detail under status and liabilities of administrators. Greater information of this case can be found in Wendy Braithwaite’s article in the March 2012 Special Release. The full transcript can be found on Company Law Online. The 2011 decision of Re Hellas Telecommunications concerning termination and vacation of office is explored.

Chapters in Part III (Members) and Part IV (Directors and Management) have all undergone routine updating taking into account recent cases, Regulations and prioritisation of commonwealth authorities.

Chapter 19 has been updated with, among others, the 2011 case of Eaton v Caulfield (see Company Law Online for the case transcript) concerning LLPs.

Chapter 22 includes new cases such as RGI International Ltd v Synergy Classic Ltd and In the Matter of Zetnet Ltd; Between: Harris v Jones (see transcript on Company Law Online). A 2011 decision concerning restriction on allotment is examined: Telenor East Holdings II AS v Altimo Holdings and Investments Ltd.

Chapter 28 sees many of its parts reworked to concentrate more on those issues and procedures applying to the borrower, not the lender in equal amounts. The result is a more practical chapter and one that is more relevant for readers. New cases are included such as Meritz Fire & Marine Insurance Co Ltd v Jan de Nul NV and Gold Coast Ltd v Caja de Ahorros del Mediterraneo.

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