Critical Company Law

Using a contextual framework, this textbook demonstrates how modern company law is shaped by economics, ideology and existing law. This critical introduction invigorates a sometimes dry and technical subject by putting it in its political and historical context.

With a 12 chapter structure that closely maps Company Law courses this edition includes:

• a new chapter on UK Corporate Governance Codes;
• a new chapter on pre-incorporation contracts and the historical demise of the Ultra Vires doctrine;
• a new chapter on shares, shareholders and share transfers; inclusion of developing case law on the Statutory Derivative Claim;
• a revised case study adapted around recent developments.

The second edition of Critical Company Law provides a framework in which to understand how the company functions in society and a thorough grounding in modern legal doctrine. It shows how modern company law is shaped by a multi-layered history of politics, ideology, economics and power. Through the lens of political economic theory the book shows how the company becomes the mechanism through which the state makes political choices about distributing societies’ wealth and through which it responds to economic crises. The current law reflects an economy marked by a disjuncture between the low profits of the productive economy and the high profits of the finance economy. Critical Company Law examines areas of company law to show how they reflect a fragile economy inexorably drawn to social and economic inequality and short-termism.

These include:

• The Doctrine of Separate Corporate Personality

• Groups of Companies and Tort Liabilities

• Company Formation and the Constitution

• Directors’ Duties and Authority

• Corporate Capacity

• Shares and Shareholders

• Raising and Maintaining Capital

• Minority Protection

In this uniquely hybrid book the legal topics are treated with detail and clarity, providing an engaging introduction to the key topics required for a student of company law.