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.
• 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.
Table of Contents
Introduction: A Framework for Critical Corporate Law, 1. The state’s creation of the body corporate through law and politics: a short history, 2. The Doctrine of Separate Corporate Personality, 3. Multinational Companies: Organisational structure, surplus extraction, tort and other controls, 4. Company Formation and Constitution, 5. Corporate Capacity and the Doctrine of Ultra Vires: Then, Now and How it Could be Made to Have Social value, 5. Corporate Capacity, Directors’ Authority and the Doctrine of Ultra Vires: Then, Now and How it Could be Made to Have Social value, 7. Capital in context: Issues around shares, capital maintenance and value extraction, 8. The Law of Derivative Actions and the Shareholder as Company Monitor
Lorraine Talbot is Professor of Law at the University of York. She has published in the Modern Law Review, the Northern Ireland Legal Quarterly and the Seattle Law Review and is author of Progressive Corporate Governance for the 21st Century (Routledge 2013) and Great Debates in Company Law (Palgrave 2014)