Company Law (Principles Of Law)

365 Pages·1998·0.86 MB·English

by  Goulding

London • Sydney
EDITORIAL ADVISORY BOARD
PRINCIPLES OF LAW SERIES
Professor Paul Dobson
Visiting Professor at Anglia Polytechnic University
Professor Nigel Gravells
Professor of English Law, Nottingham University
Professor Phillip Kenny
Professor and Head of the Law School, Northumbria University
Professor Richard Kidner
Professor and Head of the Law Department, University of Wales,
Aberystwyth
In order to ensure that the material presented by each title maintains the
necessary balance between thoroughness in content and accessibility in
arrangement, each title in the series has been read and approved by an
independent specialist under the aegis of the Editorial Board. The Editorial
Board oversees the development of the series as a whole, ensuring a
conformity in all these vital aspects.
Professor Nicholas Bourne, LLB, LLM (Wales), LLM (Cantab),
Barrister, Assistant Principal,
Swansea Institute of Higher Education
London • Sydney
First published in Great Britain 1993 by Cavendish Publishing Limited, The
Glass House, Wharton Street, London WC1X 9PX, United Kingdom.
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© Bourne, N 1998
First edition 1993
Second edition 1995
Third edition 1998
All rights reserved. No part of this publication may be reproduced, stored in a
retrieval system, or transmitted, in any form or by any means, electronic,
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terms of the Copyright, Designs and Patents Act 1988 or under the terms of a
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London, W1P9HE, UK, without the permission in writing of the publisher.
Bourne, Nicholas
Principles of Company Law - 3rd ed – (Principles of law series)
1. Corporation law – England 2. Corporation law – Wales
I. Title II. Company law
346.4’2’066
ISBN 1 859413 82X
Printed and bound in Great Britain
To the memory of my much loved father, John Morgan Bourne

PREFACE
Company law becomes more and more complex. There seems to be a never
ending outpouring of statutes from Westminster, and directives from Europe.
Case law continues to grow at a frenetic pace. All this, of course, makes
company law a fascinating area of study. It also makes it a treacherous
minefield for the student of company law.
This book is written primarily with students in mind, but it is hoped that
some of the ideas put forward will be provocative for the researcher, and that
some of the analyses will be helpful for the practitioner.
I am extremely grateful to collagues and to students for help and ideas,
although any sins of commission or omission are mine. I am also very grateful
to Sandra Morgan for secretarial help.
As Touchstone said in As You Like It (Act V, Scene IV), ‘An ill favour’d
thing, sir, but mine own’.
Nicholas Bourne
Swansea
July 1998
vii

CONTENTS
Preface v
Table of Cases xxiii
Table of Statutes xxxvii
1 INTRODUCTION 1
1.1 ACOMPANYOR APARTNERSHIP 1
1.2 TYPES OF COMPANIES 3
1.2.1 Chartered company 3
1.2.2 Statutory company 4
1.2.3 Registered company 4
1.2.4 Limited and unlimited company 4
1.2.5 Public and private company 5
SUMMARYOF CHAPTER 1 7
2 THE SALOMON PRINCIPLE AND THE
CORPORATE VEIL 9
2.1 INTRODUCTION 9
2.1.1 Lifting the veil 10
2.2 EXCEPTIONS TO THE SALOMON PRINCIPLE 11
2.2.1 Statutory exceptions 11
2.2.2 Judicial lifting of the veil 13
2.2.3 Fraud situations 14
2.2.4 Group situations 15
2.2.5 Miscellaneous situations 16
2.3 COMPANIES – CRIMES AND TORTS 17
SUMMARYOF CHAPTER 2 21
3 PROMOTERS 25
3.1 INTRODUCTION 25
ix