Paul P. Davies - Introduction to Company Law

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INTRODUCTION TO COMPANY LAW

SECOND EDITION

PAUL DAVIES

Allen & Overy Professor of Corporate Law

University of Oxford

Great Clarendon Street, Oxford OX 2 6 DP

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Paul Davies 2010

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First published 2002
Second edition published 2010

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British Library Cataloguing in Publication Data

Data available

Library of Congress Cataloging-in-Publication Data

Davies, P. L. (Paul Lyndon)

Introduction to company law / Paul Davies.2nd ed

p.cm

Includes bibliographical references and index.

ISBN 9780199601325 (hardback: alk. paper)

ISBN 9780199207763 (pbk.: alk. paper)

1. Corporation law-Great Britain. I. Title.

KD2057.D38 2010

346.41'066dc22 2010031491

ISBN 9780199601325 (Hbk.)
ISBN 9780199207763 (Pbk.)

1 3 5 7 9 10 8 6 4 2

Preface to the Second Edition

The first edition of this book appeared in 2002. A lot of company law activity has occurred in the intervening eight years, most obviously the blockbuster Companies Act 2006. For a book whose objective remains the same as in 2002to provide an overall structure for thinking about company law for people coming to the subject for the first timethe 2006 Act is much less significant than it would be for, say, a practitioners text. However, if I ever thought that a second edition would simply be a matter of changing the section numbers in the first edition, I was quickly disabused. A number of reasons for the non-cosmetic changes can be identified.

The most obvious change is that now deals with a different subject matter: international company law rather than small companies. My estimation is that the former topic, which includes the important question of the appropriate role for the European Community in the company law area, is now of more importance to students of company law than the latter. Ideally, I would have added a chapter on international company law and retained the small companies chapter, but I did not want to make the second edition longer than the first. In any event, many of the crucial issues relating to small companies, such as the unfair prejudice remedy, are already covered in other chapters.

, dealing with majority and minority shareholders, still has the same subject matter but is structured rather differently, because my views on the matter have changed over the intervening period. The same is true, on a lesser scale, at various points in many of the chapters, especially those dealing with the centralized management. In other cases, I simply thought that I now had developed better ways of explaining the same views as I have always held.

However, overall the structure of the second edition is very similar to that of the first. My computer tells me, for what its worth, that the books overall length is 2 per cent less than that of the first edition.

My debts to colleagues working in the field are many and various, especially to my co-authors of the second edition of the Anatomy of Corporate Law (2009). I tried to acknowledge my other intellectual debts in the Preface to the first edition, but it was impossible to do so in any reasonable compass, and I will not undertake the task again. However, I should like to express my thanks to colleagues at both LSE (where I worked until recently) and at Oxford (where I now work) for providing a stimulating intellectual environment and, in the case of Oxford, for making re-entry so easy.

PLD

Jesus College, Oxford

St Philip and St James Day, 2010

Contents

A Company, Re [1986] BCLC 376

A Company, Re [1986] BCLC 382

Aberdeen Railway Co v Blaikie Bros (1854) 1 Macq 461, HL

Adams v Cape Industries [1990] Ch 433, CA

A-G for Belize v Belize Telecom Ltd [2009] 2 BCLC 148, PC

Allen v Gold Reefs of West Africa Ltd [1900] 1 Ch 656, CA

Anglo-Continental Supply Co Ltd, Re [1922] 2 Ch 723

Attorney-General for Hong Kong v Reid [1994] 1 AC 324, PC

Attorney-Generals Reference (No 2 of 1999) [2000] QB 796, CA

Automatic Self-Cleaning Filter Syndicate Co Ltd v Cuninghame [1906] 2 Ch 34

Aveling Barford Ltd v Perion Ltd [1989] BCLC 626

Bairstow v Queens Moat Houses plc [2001] 2 BCLC 531, CA

Bamford v Bamford [1970] Ch 212

Barings plc (No 5), Re [2000] 1 BCLC 523, CA, [1999] 1 BCLC 433

Bhullar v Bhullar [2003] 2 BCLC 241, CA

Bishopsgate Investment Management Ltd v Maxwell (No 2) [1994] 1 All ER 261, CA