PART I THE CORPORATE STRUCTURE
1. Formation, classification and registration of companies
2. The framework of company law
3. Corporate personality
4. The company constitution
PART II CORPORATE GOVERNANCE - DIRECTORS' ROLES AND RESPONSIBILITIES
5. Corporate governance - board structure and shareholder engagement
6. Board composition - appointment and removal of directors
7. A statutory statement of directors' duties
8. Duty to act within constitution and powers
9. Duty to promote the success of the company
10. Duty of care, skill and independent judgement
11. Duty to avoid a conflict of interest
12. Specific conflicts - CA 2006, Part 10, Ch 4
13. Directors' liabilities for breach of duty
PART III CORPORATE GOVERNANCE - SHAREHOLDERS' RIGHTS AND REMEDIES
14. Membership and the incidents of membership
15. Decision-making and company meetings
16. Informed shareholders and stakeholders - disclosure and the limited company
17. The unfairly prejudicial remedy and the minority shareholder
18. The derivative claim and the rule in Foss v Harbottle
PART IV CORPORATE FINANCE - SHARE AND LOAN CAPITAL
19. Share capital - capital raising and payment
20. The doctrine of capital maintenance
21. Loan capital - secured creditors and company charges
PART V CORPORATE RESCUE AND RESTRUCTURING
22. Company voluntary arrangements
23. Corporate rescue - administration
24. Liquidation and dissolution - winding up the insolvent company
25. Directors' liabilities and vulnerable transactions on insolvency
26. Corporate takeovers and reconstruction
