《TOPHAM AND IVAMY'S COMPANY LAW SIXTEENTH EDITION》求取 ⇩

PART Ⅰ—INTRODUCTORY3

CHAPTER3

1General Survey of the Subject3

2Corporate Personality8

The General Principle8

Lifting the Veil9

3The Kinds of Companies Rcgistrable under the Companies Acts13

Public Companies13

Private Companies13

Companies Limited by Shares17

Companies Limited by Guarantee18

Unlimited Companies20

4 Oversea Companies22

5Insurance Companies24

Restriction on Carrying on Insurance Business24

Regulation of Insurance Companies25

Conduct of Insurance Business29

6Limited Companies Contrasted with other Types of Association30

Limited Companies Contrasted with Partnerships30

Limited Companies Contrasted with Companies incor-porated by Royal Charter32

Limited Companies Contrasted with StatutOry Companies33

PART Ⅱ—FORMATION OF THE COMPANY37

7Introduction37

8 Preliminary Steps38

9Pre-Incorporation Contracts40

Effect of a Pre-incorporation Contract40

The Present Practice41

10The Promoter42

Definition of the Term "Promoter"42

Fiduciary Position of Promoter42

Liability for False or Misleading Statements44

11 Registration of a Company46

12The Memorandum of Association49

The Contents of the Memorandum49

Alteration of the Memorandum by Statute69

Sending Amended Memorandum to Registrar69

Notification by Registrar of Receipt of Document Altering the Memorandum69

Inspection and Copies of the Memorandum70

13The Articles of Association71

Form and Content of the Articies71

Effect of the Articles73

Alteration of the Articles by the Company75

Alteration of the Articles by Statute78

Sending Amended Articles to Registrar79

Notification by Registrar of-Receipt of Document Altering the Articles79

14 The Certificate of Incorporation80

15 The Commencement of Business82

PART Ⅲ—RAISING OF THE CAPITAL OF THE COMPANY87

16Introduction87

17Capital89

Meaning of the Tem “Cpitai”89

Classes of Capital90

Alteration of Capital95

Reduction of Capital97

18Prospectus and Statement in lieu of Prospectus104

Prospectus104

Statement in lieu of PrOSpectuS114

19Liability for Untruths in Prospectus115

Civil Liability115

Criminal Liability122

20 Liability for Untruths in Statement in lieu of Prospectus124

21 Underwriting125

22 Share Pushing129

23The Protection of Depositors132

Fraudulent Inducements to Invest on Deposit132

Restriction of Advertisements for Deposits133

Supervision of Companies133

PART Ⅳ—THE SHAREHOLDERS OF THE COMPANY137

24Introduction137

25Membership of the Company138

Who Can Become Members138

How Persons May Become Members141

How Persons Cease to be Members142

Liability of Members142

Register of Members143

Register of Members Hatving the Presribed Percentage of Issued Share Capital147

Disclosure of Beneficial Interests in Voting Rights148

26Shares150

The Nature of a Share150

Application and Allotment150

Issue of Shares at a Premium155

Issue of Shares at a Discount155

Paying for the Shares156

Share Certificate160

Transfer of Shares163

Transmission of Shares170

Mortgage of Shares171

Calls173

Forfeiture176

Surrender179

Lien180

Variation of Shareholders’ Rights182

Share Warrants184

27Dividends186

Introduction186

General Rules as to Payment of Dividends188

Paying Interest on Capital193

Capitalisation of Profits193

“Cure Dividend” and “Ex Dividend”193

28The Principle of Majority Rule and the Protection of Minority Rights195

The Principle of Majority Rule195

The Protection of Minority Rights197

PART Ⅴ—THE MANAGEMENT AND ADMINISTRATION OF THE COMPANY205

29Introduction205

30The Directors206

Appointment of Directors206

Register of Directors208

Register of Directors’Shareholdings209

Qualification Shares211

Disqualification of Diretors213

Removal,Resignation and Retirement of Directors216

Remuneration of Directors219

The Managing Director220

Inspection of Director’s Service Contract221

Compensation for Loss of Office222

Powers of Directors223

Meetings of Directors225

Validity of Acts of Directors226

Loans to Directors227

Directors Dealing In OPtions228

Director’s Right to Make Contracts with the Company228

The Position of Directors230

Liabilities of Directors234

31 The Secretary241

32Meetings244

The Kinds of Meetings244

Notice of Meeting247

Proceedings at the Meeting249

Minutes of Meetings256

33Resolutions258

The Kinds of Resolutions258

Circulation of Members’ Resolutions259

Resolutions Requiring “Special Notice”260

Voting on the Resolution260

Registration of Resolutions261

34 The Annual Return262

35Accounts264

Accounting RecOrds265

Balance Sheet266

Profit and Loss Account269

Group Accounts271

Auditors’ Report273

Directors’ Report275

Further Information to be Given in the Accounts277

Falsifying Accounts279

Laying and Delivery of Accounts279

36The Auditors281

Qualifications of Auditors281

Appointment and Removal of Auditors282

Resignation of Auditors284

Remuneration of Auditors287

General Position of Auditors287

Right of Access to Books287

Right to Attend and be Heard at Meeetings288

Duties of Auditors288

37 Inspection and Investigation by the Department of Trade293

PART Ⅵ-CONTRACTS AND BORROWING BY THE COMPANY303

38Introduction303

39 Contracts304

40Power and Methods of Borrowing312

Implied and Express Powers of Borrowing312

Effect of “Ultra l/ires” Borrowing313

Methods of Borrowing315

Property on which Company Cannot Borrow316

41Debentures317

Definition317

The Usual Kinds of Debentures317

Debenture Trust Deed328

Issue of Debentures330

Registration of Charges Securing Debetures332

Transfer of Debentures333

Re-issue of Debentures334

Register of Debenture-Holders334

Debts Due from Debenture-Holders335

Remedies of Debenture-Holders335

Receivers339

Managers345

42 Debenture Stock349

43Registration of Charges350

Registration with the Registrar of Companies350

Registration at the Registered Office of the Comapny356

PART Ⅶ—WINDING UP,RECONSTRUCTION AND AMALGAMATION OF THE COMPANY359

44Introduction359

45Winding up by the Court361

Jurisdiction of the Court361

Circumstances in which a Company may be wound up by the Court362

Who Can Petition369

The Petition379

The Winding up Order and its Consequences386

Rescission of Winding up Order397

Some General Powers of the Court398

Appointment of Special Manager399

First Meeting of Creditors and Contributories400

Resignation, Removal and Release of Liquidator403

Powers of the Liquidator405

Exercise and Control of the Liquidator’s Powers410

Duties of the Liquidator411

Dissolution of the Company432

46Voluntary Winding up438

Circumstances in which CoMpany may be Wound up Voluntarily438

Commencement and Effect of a Voluntary Winding up439

The Kinds of Voluntary Winding up440

Compulsory Order after Resolution for Voluntary Liquida-tion443

Power to "Stay Winding up444

The Liquidator444

Arrangements with Creditors and Members454

Postponement of Dissolution of Company455

47 Winding up under the Supervision of the Court456

48 The Alternative Remedy to Winding up459

49 Proceedings against Directors,Officers of the Company and Other Persons463

50Reconstruction and Amalgamation470

Duty of Directors of Transferor Company to Own Shareholders481

Compensation for Loss of Offce482

Mergers482

APPENDICES487

Specimen Form of Memorandum of Association487

Ⅱ Specimen Form of Articles of Association490

Ⅲ Companies Act 1948,First Schedule,Table A492

Ⅳ Specimen Form of Prospectus515

Ⅴ Stock Transfer Form525

Ⅵ Specimen Form of Debenture payable to Registered Holder528

Ⅶ Companies Act 1948,Eighth Schedule532

Ⅷ Specimen Forms of Accounts547

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