Contracting with CompaniesHart Publishing, 23/05/2005 - 321 páginas This book surveys the main rules of Company Law governing the making of contracts with companies. It adopts an economic perspective, examining these rules in terms of the risks they apportion between companies and parties contracting with them. It reviews the use that has been made of economics in the analysis of Company Law and considers what guidance this can provide in analysing corporate contracting. The book then examines the relevant law and the issues raised by this law, covering the role of corporate constitutions as the source of the authority of corporate agents, the mechanisms of corporate activity and decision-making, the identification of corporate contracting parties, pre-incorporation contracts and other contracts with non-existent companies, the contractual power of a company's board, the protection of parties dealing with subordinate corporate agents and the regulation of contracts in which a director has a conflict of interest. |
Índice
An Introduction to the Legal and Economic Dimensions of Contracting with Companies | 1 |
An Economic Perspective on the Law Governing Contracting with Companies | 23 |
3 The Power to Make Contracts for a Company | 73 |
4 Issues of Identity and Existence | 123 |
5 Contracting with the Board | 161 |
6 Contracting with Other Corporate Agents | 219 |
7 Contracts Involving SelfDealing | 265 |
| 315 | |
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Palavras e frases frequentes
2002 White Paper agency law Akindele allocative efficiency apply approved authorised basis BCLC behalf board's actual authority Bowstead & Reynolds breach chapter common law common seal Companies Act 1985 Company Law Review company’s company's board company's constitution constructive notice contracting with companies contracts involving self-dealing contractual capacity contractual power corporate agents Court of Appeal decision-making Diplock approach disclosure duty economic effect efficiency ensure EWHC example Execution of Deeds exercise fact faith Fulham FC Gower & Davies held Henniker-Major House of Lords Ibid indoor management rule interested director judgment knowing receipt Law Commission least-cost-avoider objects clause ostensible authority overriding rule pany particular party’s personal liability pre-incorporation contracts principal purporting relevant rely representation risk of invalidity rules of attribution rules of law Runciman scope section 35A shareholders significance statutory third party tion ultra vires unauthorised contracts validity vested Walter Runciman