By Leslie Kosmin & Catherine Roberts
- Incorporates a clear and detailed explanation of the changes introduced by the Company Law Reform Bill
- Provides practical assistance for busy practitioners on difficult and new provisions such as those relating to meetings of directors
- Includes extensive reference to case law
- Written by two expert barristers from a leading company law set
This book examines in detail the current law on company meetings (including meetings of directors and of shareholders) which has been developed by statute and legal decisions over the last 150 years. It does so by comparing and contrasting the existing law with the new provisions contained in the Company Law Reform Bill.
The Company Law Reform Act will constitute the most radical reform of Company Law since the Companies Act 1985 and contains many new provisions which will have a material impact on the conduct of company meetings. In relation to meetings of shareholders the new legislation makes an important distinction between the rights and obligations arising in respect of public companies and those of private companies. The legislation also introduces new standard form articles of association containing provisions relating to meetings of directors and shareholders.
This new work analyses these statutory provisions and explains how they are to operate in practice. In addition, it explains for practitioners the methods of avoiding many of the common pitfalls that may befall the unwary and suggests practical solutions for some of the problems that can arise when convening or holding a meeting.
The authors are two well-known company law specialists with a combined total of almost 50 years' experience of advising on this very technical area of the law.
PART I: MEETINGS OF MEMBERS
1. Types of Meeting:- What is a meeting?; Types of meeting; Annual General Meeting; Extraordinary General Meeting; Class Meetings; Meetings requisitioned by Members
2. Powers and Duties:- Limitations on the powers of the general meeting; The Chairman - the role, powers, duties and discretion; Corporate Representatives
3. Conduct of Meetings:- Notice requirements - to whom, by whom, by what means, effect of failure, method of giving notice, length of notice, contents of notice, Stock Exchange requirements for public companies, Special Notice; Circulars to Members; Conduct of meetings; Proxies - right to vote, validation of proxies; Quorum Adjournment of a meeting; Minutes; Registration of Resolutions; Informal meetings and resolutions - Re Duomatic and its agtermath; Electronic Communications and Meetings
4. Resolutions:- Types of Resolutions; Resolutions proposed at a meeting; Amendments to resolutions; Voting; Written Resolutions; Elective Resolutions
5. Remedies:- Rights of members in respect of defective meetings; Power of the Court to convene a meeting under section 371 of the Companies Act 1985; Unfair prejudice
PART II: MEETINGS OF DIRECTORS
7. Conduct:- Combined Code Requirements; Convening a Board Meeting; Notice and Agenda; Quorum requirements; Conduct of business; Disclosure of directors' Interests to the Board Meeting; Voting; Committees Minutes; Written resolutions
PART III: MATERIALS AND COMMENTARY
8. Statutory provisions in the Companies Act 1985 relating to meetings
9. Provisions in Table A (S.I.1985/805 Schedule A) relating to the conduct of meetings