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The Law and Practice of Company Meetings

Author: Andrew Hamer

Published: July 2013 | ISBN: 9781860725821


Both the management of formal meetings and other decision-making processes are core company secretarial functions and key elements of the successful fulfilment of any company’s strategic goals and legal requirements. This book provides guidance on every aspect of company meetings, and the maintenance of minutes and other related records.

The Law and Practice of Company Meetings covers both meetings of directors and members, with a special focus on the alternative procedures that can be used to avoid holding meetings (particularly by private companies) and the process of preparing for and managing AGMs of public companies.

Includes:

  • Detailed commentary, precedents, full text of key legislation, comprehensive inclusion of codes and best practice guidance, and tables providing quick reference guides to large volumes of material.
  • Extended detail surrounding special rules and procedures that applies to AIM and guarantee companies.
  • Additional guidance on the role, powers and duties of the chairman, including what to consider when exercising those powers and the consequences of getting it wrong.

 

Contents

Table of Cases
Table of Statutes
Table of Statutory Investments

Part One: Introduction

  1. Law and Practice
  2. Methods of Communication

Part Two: Meetings and Directors

  1. Directors
  2. Board Meetings
  3. Committees of Directors
  4. Directors’ Written Resolutions and Informal Consent
  5. Failure by Directors to Comply with Proper Procedures

Part Three: Members’ Decisions

  1. Members' decisions
  2. Members’ Written Resolutions and Unanimous Consent
  3. Annual General Meetings
  4. Class Meetings
  5. Calling General Meetings
  6. Notice of General Meetings
  7. Resolutions
  8. Quorum
  9. Proxies and Corporate Representatives
  10. Voting
  11. Shareholder Remedies

Part Four: Running General Meetings

  1. Organising General Meetings
  2. Chairman
  3. Right to Attend and Speak
  4. Security and Disorder
  5. Adjournment and Other Procedural Motions
  6. Amendments
  7. Dealing with Common Items of Business

Part Five: Minutes

  1. Minutes

Part Six: Precedents

Part Seven: Appendices, Guidance and Scripts

Part Eight: Statutory Materials

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