Comparative Company Law

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Bibliographic Details
Main Author:	Nwafor, O
Format:	Book
Language:	English
Published:	Oxford : Malthouse Press Ltd, Nigeria, 2020
Edition:	1st ed
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Table of Contents:

Cover
Title page
Copyright page
Dedication
Acknowledgements
Preface
Abbreviations and Acronyms
Cases
Statutes
Contents
Chapter 1 - Meaning and Evolution of Company Law and Practice
1.1 Meaning of company
1.2 Evolution of company law and practice
1.3 Contributions of the judiciary to the development of company law and practice
1.4 Types of companies
1.4.1 Company limited by shares
1.4.2 Company Limited by Guarantee/Non-profit company
1.4.3 Unlimited liability company/personal liability company
1.4.4 Private and Public Companies
1.5 Conclusion
Chapter 2 - Company Promoter and Pre-Incorporation Contract
2.1 Introduction
2.2 Promoter in a pre-incorporation company
2.3 Duties of promoters
2.4 Pre-Incorporation Contract
2.5 Conclusion
Chapter 3 - Investor as a Member of a Company
3.1 Introduction
3.2 Who is an Investor
3.3 Shareholder and member of a company
3.4 Conclusion
Chapter 4 - Purchase of a Company's Shares
4.1 Introduction
4.2 The Prospectus Rule
4.3 Importance of a Prospectus
4.4 Remedies for Untrue Statement in the Prospectus
4.4.1 Rescission of Contract
4.4.2 Criminal Liability for Untrue Statement
4.5 Conclusion
Chapter 5 - Financial Assistance for the Purchase of Shares in a Company
5.1 Introduction
5.2 Financial assistance in retrospect
5.3 What is financial assistance?
5.4 The Commercial realities approach
5.5 The Impoverishment test
5.6 Is a definition necessary?
5.7 Prohibited transactions
5.8 The Legislative Response
5.9 Consequences of a breach
5.10 Exceptions to the prohibition of financial assistance
5.11 Conclusion
Chapter 6 - Company's Constitution
6.1 Introduction
6.2 Effect of Company's Constitution
6.3 A member's right to enforce the constitution
6.4 Conclusion
14.5 Effect of Failure to Disclose Interest
14.6 Conclusion
Chapter 15 - Corporate Opportunity Doctrine
15.1 Introduction
15.2 The Corporate Opportunity Doctrine
15.3 Duty after Resigning from Company
15.4 Statutory Recognition of the Common Law Rules
15.5 Disclosure of Interest
15.6 Conclusion
Chapter 16 - Ratification of Directors Fraudulent Dealings
16.1 Introduction
16.2 Fraudulent Conducts
16.3 Who May Vote
16.4 Effect of Ratification
16.5 Conclusion
Chapter 17 - Corporate Social Responsibility
17.1 Introduction
17.2 Shareholder Value Approach to corporate governance
17.3 Enlightened Shareholder Value Approach
17.4 Pluralist Approach to Corporate Governance
17.5 Conclusion
Chapter 18 - Enforcement of Corporate Rights
18.1 Introduction
18.2 The Rule in Foss v. Harbottle
18.3 Derivative Action
18.4 Conclusion
Chapter 19 - Unfair Prejudice Remedy
19.1 Introduction
19.2 Oppression, Unfair Prejudice and Unfair Disregard of Interest
19.3 Protected Interests
19.4 Conduct of Company Affairs or Business
19.5 Judicial Reliefs
19.6 Conclusion
Chapter 20 - Business Rescue
20.1 Introduction
20.2 Meaning of Corporate/Business Rescue
20.3 Why Business Rescue?
20.4 Moratorium during Business Rescue
20.4.1 Moratorium on Creditors' Rights
20.4.2 Moratorium on Legal Proceedings
20.4.3 Moratorium on Proprietary Rights
2.5 Protection of Creditors Rights
20.6 Business Rescue Practitioner
20.7 Who is a business rescue practitioner
20.8 Appointment of business rescue practitioner
20.9 Powers and duties of a business rescue practitioner
20.10 Conclusion
Select Bibliography
Index
Back cover
Chapter 7 - Amendment of Company's Constitution
7.1 Introduction
7.2 Power to Amend the Constitution
7.3 Restrictions on Amendment of the Constitution
7.3.1 The Statute
7.3.2 Contract
7.3.3 Order of court
7.4 Conclusion
Chapter 8 - Corporate Veil
8.1 Introduction
8.2 Corporate Legal Personality
8.3 Piercing the Corporate Veil
8.4 When veil may be pierced
8.4.1 Statutory veil piercing
8.4.2 Judicial Veil Piercing
8.5 Conclusion
Chapter 9 - Shareholders Meeting
9.1 Introduction
9.2 Meaning of meeting
9.3 Meeting Ordered by the Court
9.4 Conclusion
Chapter 10 - Shareholders Unanimous Decision
10.1 Introduction
10.2 The Principle of Unanimous Assent
10.3 Justifications for the Application of Unanimous Assent
10.4 Statutory Recognition of Unanimous Assent
10.5 Requirements for the Application of Unanimous Assent
10.5.1 What Constitutes Informal Assent
10.6 Unanimous Assent and Special Resolution
10.7 Conclusion
Chapter 11 - Shareholders Voting Rights
11.1 Introduction
11.2 Voting Rights
11.3 Voting on Amendment of a Company's Constitution
11.3.1 Interests of the company
11.3.2 Conflicting interests of shareholders
11.4 Conclusion
Chapter 12 - Company Directors
12.1 Introduction
12.2 Construing the concept of director
12.3 Identification Doctrine
12.4 De Facto Director
12.5 Corporate Directorship and De Facto Director of Subject Company
12.6 Conclusion
Chapter 13 - Remuneration of Company Directors
13.1 Introduction
13.2 Scope of the Concept
13.3 The Legal Framework
13.4 Conclusion
Chapter 14 - Transparency in Corporate Governance
14.1 Introduction
14.2 Statutory Antecedent to Duty to Disclose Interest
14.3 Exploring the Statutory Components of the Duty
14.4 Extent of Interest to be Disclosed

Comparative Company Law

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