Principles Of Corporate Finance Law
Principles of Corporate Finance Law
Second Edition
Eils Ferran
and
Look Chan Ho
Great Clarendon Street, Oxford, OX2 6DP,
United Kingdom
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E Ferran and L C Ho 2014
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Second edition published in 2014
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Preface
In the period since the previous edition, the financial markets have experienced an unprecedented degree of strain. Whilst banks and other financial institutions have been at the eye of the storm, their problems have had repercussions for the financing of the ordinary commercial companies as well. Deficiencies in the legal and regulatory framework governing corporate finance have been exposed, leading to a multiplicity of private lawsuits and to wide-ranging regulatory reforms.
In other words, there has been much to do in producing this new edition. I am especially grateful to my co-author Look Chan Ho for coming on board and taking responsibility for . I am also grateful to numerous Cambridge LLM Corporate Finance students for their feedback on draft chapters, and to Demetrio Maltese (LLM, 2012-13) for specific research assistance. I would like also to record my gratitude to the trustees of the JM Keynes Fellowship in Financial Economics, Cambridge University, for funding to support the research.
The manuscript was delivered to the publishers in August 2013 and reflects our knowledge and understanding of the law, regulation and practice at that time. We have been able, however, to include brief references to significant developments that occurred during the period between delivery of the manuscript and the final proofs.
The professionalism and dedication of the editors and others at OUP have been much appreciated.
EVF,
November 2013
The law and practice of debt finance respond to and thus develop from financial crisis. Two financial crises this book has now spanned. The original version of the book, entitled Company Law and Corporate Finance, was published just after the Asian financial crisis, and this edition is to be published when the world economy is beginning to recover from the global economic crisis.
As an admirer of the book since its inception as Company Law and Corporate Finance, I am delighted to be able to contribute to two chapters in the book relating to debt financing.
I am most grateful to Professor Ferran for all her kindness and echo her comments about OUP.
Look Chan Ho
London
November 2013
Contents
UNITED KINGDOM
a Company, Re [1985] BCLC 80, upheld [1986] BCLC 430 (CA) |
a Company (No 005134 of 1986), Re ex p Harries [1989] BCLC 383 |
a Company (No 00370 of 1987), Re ex p Glossop [1988] 1 WLR 1068 |
a Company (No 005009 of 1987), Re (1988) 4 BCC 424 |
a Company (No 00709 of 1992), Re [1999] 2 BCLC 1; [1999] 1 WLR 1092 (HL) |
A1 Lofts v Revenue and Customs [2009] EWHC 2694 (Ch); [2010] STC 214 |
Aarons Reefs Ltd v Twiss [1896] AC 273 (HL) |
Abbey National Building Society v Cann [1991] 1 AC 56 (HL) |
Acatos and Hutcheson plc v Watson [1995] BCC 446 |
Accrington Corp Steam Tramways Co, Re [1909] 2 Ch 40 |
Adams v Cape Industries plc [1990] Ch 433 (CA) |
Adelaide Electric Co Ltd v Prudential Assurance Co [1934] AC 122 (HL) |
Agip (Africa) Ltd v Jackson [1991] Ch 547 (CA) |
Agnew v Commissioner of Inland Revenue [2001] 2 AC 710 (PC) |
Agricultural Mortgage Corp v IRC [1978] Ch 72 (CA) |
AGs Reference (No 2 of 1982), Re [1984] QB 624 (CA) |
Al-Nakib Investments (Jersey) Ltd v Longcroft [1990] 1 WLR 1390 |
Albazero, The [1977] AC 774 (CA and HL) |
Almada and Tirito Co, Re (1888) 38 Ch D 415 (CA) |
Aluminium Industrie Vaassen BV v Romalpa Aluminium Ltd [1976] 1 WLR 676 (CA) |
Ambrose Lake Tin and Copper Co (Clarkes Case), Re (1878) 8 Ch D 635 (CA) |
Ammonia Soda Co Ltd v Chamberlain [1918] 1 Ch 266 (CA) |
Andrews v Mockford [1896] 1 QB 372 (CA) |
Anglo Petroleum Ltd v TFB (Mortgages) Ltd [2007] BCC 407 (CA) |
Arab Bank plc v Merchantile Holdings Ltd [1994] Ch 71 |
Armagh Shoes, Re [1984] BCLC 405 |
Armour v Thyssen Edelstahlwerke AG [1990] 3 All ER 481 (HL) |
Armour Hick Northern Ltd v Armour Hick Trust Ltd [1980] 3 All ER 833; [1980] 1 WLR 1520 |
Arthur D Little Ltd (in administration) v Ableco Finance LLC [2003] Ch 217 |
Artisans Land and Mortgage Corporation, Re [1904] 1 Ch 796 |
Ashborder BV v Green Gas Power Ltd [2005] 1 BCLC 623 |
ASRS Establishment Ltd (in administrative receivership and liquidation), Re [2000] 2 BCLC 631 (CA) |
Assnagon Asset Management SA v Irish Bank Resolution Corporation Limited [2012] EWHC 2090 (Ch) |
Astec (BSR) plc, Re [1999] BCC 59 |
Atlantic Computer Systems plc, Re [1992] Ch 505 (CA) |
Atlantic Computers plc, Re [1995] BCC 696 |
Atlantic Medical Ltd, Re [3992] BCC 653 |
Attorney General of Belize v Belize Telecom Ltd [2009] UKPC 10; [2009] 2 All ER 1127 |
Augustus Barnett & Son Ltd, Re (1986) 2 BCC 98904 |
Autoclenz v Belcher [2011] UKSC 41; [2011] 4 All ER 745 |
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