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Eilis Ferran - Principles of Corporate Finance Law

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Corporate finance theory seeks to understand how incorporated firms address the financial constraints that affect their investment decisions. This is achieved by using varied financial instruments that give holders different claims on the firms assets. Recent scholarship in this area explores precisely how legal mechanisms affect corporate finance and the development of financial markets. The legal environment is crucially important in explaining the choices that companies make about their capital structure.
This book combines company law, capital market regulation and commercial law to give readers a detailed understanding of the legal and regulatory issues relating to corporate financial transactions. Informed by insights from the theoretical and empirical work of financial economists, the book examines, from a legal perspective, key elements of corporate financing structures and capital markets in the UK. The authors practical experience of transactions and regulatory issues ensures that thorough scholarly inquiry and critical reflection are complemented by an assured understanding of the interface between legal principles and rules as they are documented and in their actual operation.

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Principles Of Corporate Finance Law

Principles of Corporate Finance Law

Second Edition

Eils Ferran
and
Look Chan Ho

Principles of Corporate Finance Law - image 1

Principles of Corporate Finance Law - image 2

Great Clarendon Street, Oxford, OX2 6DP,
United Kingdom

Oxford University Press is a department of the University of Oxford.
It furthers the Universitys objective of excellence in research, scholarship, and education by publishing worldwide. Oxford is a registered trade mark of Oxford University Press in the UK and in certain other countries

E Ferran and L C Ho 2014

The moral rights of the authors have been asserted

Second edition published in 2014
Impression: 1

All rights reserved. No part of this publication may be reproduced, stored in a retrieval system, or transmitted, in any form or by any means, without the prior permission in writing of Oxford University Press, or as expressly permitted by law, by licence or under terms agreed with the appropriate reprographics rights organization. Enquiries concerning reproduction outside the scope of the above should be sent to the Rights Department, Oxford University Press, at the address above

You must not circulate this work in any other form and you must impose this same condition on any acquirer

Crown copyright material is reproduced under Class Licence
Number C01P0000148 with the permission of OPSI
and the Queens Printer for Scotland

Published in the United States of America by Oxford University Press
198 Madison Avenue, New York, NY 10016, United States of America

British Library Cataloguing in Publication Data
Data available

Library of Congress Control Number: 2013949382

ISBN 9780199671342 (Hbk)
9780199671359 (Pbk)

Printed in Great Britain by
CPI Group (UK) Ltd, Croydon, CR0 4YY

Links to third party websites are provided by Oxford in good faith and for information only. Oxford disclaims any responsibility for the materials contained in any third party website referenced in this work.

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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