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Gore-Browne on Companies

A leading two volume loose-leaf which has been keeping solicitors and barristers up to date since 1873.

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ISBN/ISSN: 9780853080282

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Why should you subscribe to Gore-Browne on Companies

Gore-Browne on Companies is the definitive authority on company law. From constitution through to liquidation, it provides comprehensive answers to questions about directors' duties, share capital, mergers, insolvency and much more. In addition there is a regular bulletin tracking all the latest cases with related transcript, consolidated company law database and destination tables.

Since 2009, in tandem with the last tranche of implementation of the Companies Act 2006, the Gore-Browne Special Release has been an annual publication of articles and expert opinion pieces written by leading company law professionals. Since that first Special Release, Gore-Browne on Companies has used this publication as an opportunity to reflect on and discuss the preceding year's developments, to discuss some individual company and insolvency law topics in greater detail and to explore other related areas of law and practice beyond the more traditional scope of Gore-Browne that it feels are of direct interest to its readers. Some of these articles are regularly written by non-Gore-Browne contributors, all leading experts in their chosen fields both in the UK and overseas.

The 2018 Special Release covers:

  • Effective and Comprehensive Whistle-Blower Protection in Europe – Dr Annika Wolf

  • BAT v Sequana: Is it ever safe to declare a dividend? Professor Alistair Alcock

  • Areas of doubt concerning the Duomatic Principle – Professor Alistair Alcock

  • Seeking leave to proceed against companies in liquidation when the public interest is at stake – Professor Andrew Keay

  • Old, New, Borrowed and Green – a year in the life of IVAs – Professor Peter Walton

  • Singapore’s New Debt Re-structuring Law- International Lessons – Professor Gerard McCormack

  • The French class action: What’s up with the promised Eldorado? A brief update - Isabelle Landreau

  • Directors’ conflicts duties – untangling the law – Nigel Banerjee

  • Champerty, Maintenance and Litigation Funders – Sufficient Accountability in this brave(ish) new world – Tim Prudhoe, Peter Tyers-Smith, Kobre & Kim

  • Markets in Financial Instruments Directive II – Andrew Henderson, Eversheds

  • Inspecting a company’s register of members – Professor John Birds

  • Development Securities (No9) Ltd and ors v HMRC – Martin Palmer

  • A cloud after Sunrise? Shareholder remedies and the later stage family business after Booth – Nick Smith

  • Trusts and the UK companies PSC register - Martin Palmer

  • Irish Criminal Justice (Corruption Offences) Bill 2017 – Anne Harkin

For an example of how Gore-Browne on Companies can provide clear, comprehensive and authoritative commentary on a specific issue that a corporate practitioner may face (what does it mean when the articles of association state that a dividend be distributed to shareholders ‘in proportion to their shares’), read more...

Gore-Browne on Companies is a trusted resource and a complete reference service. Key features are as follows:

  • A clear, logical structure which guarantees ease of use, enabling you to find essential information quickly.
  • Regular updates which assist your awareness of new case law, practice developments and changes in legislation, including Bulletin updates incorporated into the relevant sections of the text*.
  • Gore-Browne Special Release includes a series of articles and a compendium of the year's case digests.
  • Regular Bulletins provide an update on the latest company law developments, digests of important cases and key statutory instruments.
  • Case transcripts - so you can check the original source.*

*online only

It is relied upon by thousands of lawyers across the legal profession:

  • Solicitors practising company and commercial law
  • Barristers practising company, commercial and insolvency law
  • In-house lawyers
  • Public sector lawyers
  • Accountants
  • Company secretaries
  • Academics

Editors and Contributors

Editor In Chief: The Rt Hon the Lord Millett, A Lord of Appeal in Ordinary.

Consultant Editor: Michael Todd QC, Erskine Chambers, London.

General Editor: Alistair Alcock MA, FCSI, Barrister, Professor and Vice-Chancellor, University of Buckingham.

Advisory Board: Peter Arden QC, Erskine Chambers, London; Richard Calnan, Partner, Norton Rose Fulbright; Paul Crook, Global Head of Corporate Know-How and Training, Allen & Overy LLP; Stephen Mathews, Partner, Allen & Overy LLP; Carol Shutkever, Partner, Herbert Smith Freehills LLP, London; Andrew Stafford QC, Kobre & Kim LLP, London.

Commonwealth Editor: Andrew Keay LLB; M Div; LLM; PhD, Barrister, Kings Chambers, Manchester, Leeds and Birmingham, and Professor of Corporate and Commercial Law, Centre for Business Law and Practice, School of Law, University of Leeds.

Scottish Editor: David A Bennett MA, LLB, WS, Solicitor.

Editor Emeritus: A J Boyle LLM, SJD, Barrister of Gray's Inn, Emeritus Professor of Law, University of London, Honorary Fellow of the Society of Advanced Legal Studies.

Contributors: Catherine Addy QC MA, LLM (Cantab), Barrister, Maitland Chambers; Deirdre Ahern PhD, LLB, LLM, Solicitor, Associate Professor, Fellow Trinity College Dublin, School of Law, Trinity College, Dublin; Alistair Alcock MA, FCSI, Barrister, Professor and Acting Vice-Chancellor, University of Buckingham; David Allison QC MA (Cantab), Barrister, South Square; Kate Ball-Dodd LLB (Hons), Partner, Corporate & Securities, Mayer Brown International LLP, London; Nigel Banerjee LLB, Visiting Lecturer, The Dickson Poon School of Law, King’s College London; Julia Beer MA, Barrister, Selborne Chambers; Camilla Bingham QC BA (Oxon), Barrister, One Essex Court, Temple; John R Birds LLM, Emeritus Professor in the School of Law, University of Manchester, Honorary Professor in the School of Law, University of Sheffield; Andrew Bretherton BA, MA (Oxon), Partner, Freeths; Chris Brockman LLB, Barrister, Enterprise Chambers, Bristol; Jeffrey Cox FCA, BSc (Hons), Technical Senior Manager, Crowe Clark Whitehill LLP; Louis Doyle LLB, LLM, Barrister, Kings Chambers, Manchester, Leeds and Birmingham, 9 Stone Buildings, Lincoln's Inn; Robert Flanigan JD, Member of the New York Bar, Avocat à la Cour, Partner, Finance, Mayer Brown International LLP, London; Geoffrey Fuller MA (Oxon), Partner, Allen & Overy LLP; Carsten Gerner-Beuerle Assessor iur, LLM, MSc, PhD, Associate Professor of Law, London School of Economics and Political Science; Marcus Haywood BA (Oxon), Barrister, South Square; Mairi Innes, Barrister, Enterprise Chambers; Tina Kyriakides MA (Cantab), Barrister, Radcliffe Chambers, Lincoln's Inn; Gemma Long, Of Counsel, Norton Rose Fulbright; Gerard McCormack BCL, LLM, PhD, Barrister (Ireland), Professor of International Business Law and Director of the Centre for Business Law and Practice, University of Leeds; Niall McCulloch, Barrister, Enterprise Chambers; Eva Micheler, Reader in Law, Department of Law, London School of Economics; Susan Morgan BA (Hons), MSc, FIPA, FABRP, Director, Enigma Resource Group; Kathleen O'Reilly, Member of the Company Law Committee of the Law Society (England and Wales) and Lecturer in Legal Practice, University of South Wales; Rebecca Page MA (Cantab), Barrister, Maitland Chambers; Matthew Parfitt MA (Oxon), Barrister, Erskine Chambers; Tim Prudhoe, Barrister, Kobre & Kim LLP; Stefan Ramel LLB, LLM (Cantab), Barrister, Guildhall Chambers, Bristol; David Southern QC MA, DPhil, MPhil, Barrister ATII, Temple Tax Chambers; Visiting Professional Fellow, Centre for Commercial Law Studies, Queen Mary, University of London; James Stonebridge, Partner, Norton Rose Fulbright; Arielle Tatur (nee Goodley), Associate, MENA Dispute Resolution Practice, Freshfields Bruckhaus Deringer, Dubai; Hannah Thornley MA (Cantab), BCLA (Oxon), Barrister, South Square; Peter Tyers-Smith, Barrister, Harneys; Paul Vine LLB, MBA, Partner, Norton Rose Fulbright; Rafal Zakrzewski BA, LLB (UQ), DPhil (Oxon), Solicitor, Counsel, Clifford Chance, Affiliated Lecturer, University of Cambridge.

Bulletin: Fiona Macmillan BA, LLB (UNSW), LLM (Lond), Solicitor (NSW), FRSA

Featured authors

Table of contents

Issue142 July 2018


Issue 142 includes amendments to 13 chapters, namely Chapters 5, 11, 34, 39, 41, 42, 45, 53, 54, 56, 58, 61 and 63. A review of Scottish developments also form part of Issue 142..

Chapter 5 – Overseas Companies has been updated by Nigel Banerjee, Dickson Pool School of Law, Kings College London and among other amendments looks at the recent case of Conversant Wireless Licensing SARL v Huawei Technologies Co Ltd the proximity of the relationship between Chinese companies and UK businesses. It also discusses the requirements for overseas companies to show details of their beneficial ownership.

Chapter 11 - Resolutions has been updated by John Birds and comments briefly on the case of Ball v Hughes and informal agreement.

Part IX Quoted Companies in Gore-Browne sees some major updating throughout starting with Chapter 38 – The UK Framework by General Editor, Professor Alistair Alcock. This chapter looks at the Market Abuse Regulation as it relates to the FSA Handbook and it also updates the exemptions concerning admission to trading. Chapter 41 – Continuing Obligations contains some routine, minot updating.

Chapter 42 – Market Misconduct has also been reviewed by Professor Alistair Alcock and contains some comprehensive changes. There is a new section on alternatives to market abuse provisions as well as discussion of insider dealing constituting market abuse and the issue of when it might lead to civil liability. There is also a detailed look at the ‘Chinese Wall’ and breach of fiduciary duties.

Chapter 45 has been reviewed by Nick Rumsby, Linklaters, and includes minor changes.

Chapter 53- European Insolvency has been updated by Professor Gerard McCormack, School of Law, University of Leeds. This chapter has been thoroughly updated and includes many recent cases such as Tunkers France v Expert France on the Jurisdiction and Judgments Regulation, Valach v Waldviertler Sparkasse Bank AG and whether bringing a damages action can be considered as an insolvency related action, and Vinyls Italia SpA, in liquidation v Mediterranea di Navigazione SpA on other exceptions to the Article 7 Rule. Professor McCormack also takes a brief look at the options facing insolvency post Brexit.

Chapter 54 – Cross-Border (Non-EU) Insolvency has also been updated by Professor McCormack, and once again contains many developments. These include assisting foreign insolvency proceedings with the case of Re Supreme Tycoon Limited and Bakhshiyeva v Sberbank of Russia with its look at the whole philosophy of the Regulation, side-stepping the Gibbs Rule and procedural matters. Re Zetta Jet Pte Ltd also looks at public policy.

Chapter 61 – Civil and Criminal Liabilities and Office-Holder’s Powers of Investigation has been updated comprehensively by Catherine Addy QC, Maitland chambers. Among many others it covers the new CPR Practice Direction: Insolvency Proceedings and changes from the Alteration of Judicial Titles (Registrar in Bankruptcy of the High Court) Order 2018. It has undergone a complete legislative update with all the insolvency changes incorporated.

Chapter 63 – Companies and the Conflict of Laws has been updated by Peter Stone and as well as minor updating includes the case of E.ON Czech Holding v Dědouch on exclusive jurisdiction over corporate matters.

Chapter 53, Chapter 56 – Compulsory Liquidation: Procedure and Chapter 58 – Liquidators and Collection of Assets have all been reviewed for Scottish developments by Gore-Browne’s Scottish Editor David Bennett and include some 2018 cases such as Provisional/Interim Liquidator of Equal Exchange Trading Ltd and Caley Oils Ltd (in Administration) v Wood.



VOLUME 1

Contributors
Explanation of the work
Table of abbreviations
Table of derivations for EEC Treaty Articles
COMPANIES ACT 2006 LEGISLATION TRACKER
COMPANIES ACT 2006 DESTINATION TABLES
BULLETIN - Gore-Browne Bulletin
TABLES
Table of Cases
Table of Statutes
Table of Statutory Instruments
Table of Insolvency Rules
Table of Scottish Insolvency Rules
Table of EC Legislation

PART I - COMPANIES AND OTHER ASSOCIATIONS
PART II - CONSTITUTION AND PERSONALITY
PART III - MEMBERS
PART IV - DIRECTORS AND MANAGEMENT
PART V - ENFORCEMENT OF DUTIES
Index

VOLUME 2

PART VI - SHARE CAPITAL
PART VII - LOANS
PART VIII - GENERAL DISCLOSURE REQUIREMENTS
PART IX - QUOTED COMPANIES
PART X - TAKEOVERS AND MERGERS
PART XI - TAXATION
PART XII - FINANCIAL DIFFICULTIES
PART XIII - LIQUIDATION
PART XIV - CONFLICT OF LAWS
Index
Filing Record
Request for missing pages
Change of address
Checklist of pages

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