Category: Company Law

It has been a number of years since I last had the opportunity to read Core Text: Company Law (sixteen years, to be accurate!).  I do, however, have fond memories of using it: it gave the reader a clear and accessible account of a notoriously complex area of law.  Such texts were always popular with students!  I was very pleased to see that Core Text: Company Law continues to do exactly what it did for me sixteen years ago.  Whilst covering many more pages, it remains a clear and accessible account of company law: ideal for law students and practitioners wanting an accessible overview of the law.

Core Text: Company Law is split into three parts: (i) fundamental principles, (ii) behind the corporate veil and (iii) issues of corporate authority.  Each part has a number of chapters.  For example, part (i) includes chapters on: corporate personality and limited liability; promoters and pre-incorporation contracts; and raising capital: equity and its consequences.  Part (ii) includes chapters on: share capital; classes of shares and variation of class rights; and statutory shareholder remedies.  Part (iii) includes chapters on: corporate management; directors’ duties; and corporate rescues and liquidations in outline.  This layout is comprehensive but not overwhelming: no mean feat for a company law textbook.

Each chapter follows a similar format for those readers familiar with Oxford University Press’ ‘Core Text’ series: a summary (perhaps better described as an overview); an introduction; the substantive text; further reading; and self-test questions.  But there are (somewhat disappointingly) no answers to those self-test questions: instead they form the basis for further discussion and self-inquiry.  The text is (on the whole) clear, accessible and engaging.  Unfortunately, there is a technical error in paragraph 17.62 where the authors refer to Sections 137 to 139 of the Consumer Credit Act 1974.  These provisions were repealed on 6 April 2007 for agreements entered into on or after that date (subject to some technical transitional provisions).

Taking everything into account, I recommend Core Text: Company Law to anyone needing a clear and thoughtful account of the law.  It has been thoroughly updated since the last edition to include the latest case-law and legislation updates, plus the Insolvency Service’s review of the corporate insolvency framework.  It has a treasure trove of further reading sources: vital for anyone wanting to delve into the wealth of commentary and analysis of company law.  Its price also means it provides good value for money.

Reviewed on 23 December 2019

It probably goes without saying that any student who has studied company law since the introduction of the (now repealed) Companies Act 1985 has probably used a copy of Mayson, French & Ryan on Company Law.  Now in its thirty-fifth edition, it remains (for many reasons) the leading student text on company law.  It is also the kind of text that students who become practitioners will use if there is a tricky company law issue.  The reason why this text has become much-loved is because it clearly, comprehensively and thoroughly explains this complex area of law.

For this latest edition, a two-colour text design has been used (for the first time).  This gives the text a more ‘modern’ feel (and such an approach is common in many other texts).  But the modern feel is not the only update: Mayson, French & Ryan on Company Lawhas undergone a thorough review (and re-write) so it focuses on the key issues in company law.  This new, and lean, approach means it is not as heavy as earlier editions (an important factor for any student!) and has a clearer layout, with more headings and a better flow.  Derek French’s time spent undertaking these revisions has been very well spent.

Mayson, French & Ryan on Company Law now spans five parts and twenty chapters (plus an Online Resource Centre).  The parts are divided as follows: introduction; establishment; finance; governance; and insolvency and liquidation.  Each part (except for the last) includes a number of chapters.  For example, part one includes an impressive overview (which answers many of the questions posed by students before studying company law).  Part two includes a chapter on registration and another on corporate personality (which is a topic that spans many other practice areas including litigation, insolvency and even compulsory purchase of land!).

Mayson, French & Ryan on Company Law continues to given both an extremely comprehensive and a wonderfully thorough analysis of the relevant cases and statutory provisions.  Its improved layout means it is more accessible.  I am a particular fan of the ‘what can be learnt from this chapter’ part at the end of each chapter.  This gives an excellent summary, sets out the legal concepts and points of law, and gives a list of further reading.  This approach is one which is mirrored by many practitioners (and driven by client demand): the ‘so what?’ approach.  It works really well.  Mayson, French & Ryan on Company Law should be the first choice for any law student, practitioner or individual interested in company law.  Its price, at under £40, also makes it excellent value for money.

Reviewed on 31 May 2019

For many students, company law is a topic which can be problematic to understand. It is a complex web of case-law and statutory provisions (and the recent Companies Act 2006 spans more than 1,000 sections). It is, however, an extremely important topic for any commercial practitioner, particularly corporate lawyers. To help understand and master the law comes this ninth edition of Gower & Davies: Principles of Modern Company Law by Paul L. Davies who is joined by, for the first time, Sarah Worthington. It aims to be the leading text on company law by providing clarity while covering all key areas on a day-to-day basis by way of a detailed, in-depth analysis. It easily achieves this aim.

Gower & Davies: Principles of Modern Company Law is split into seven parts: introductory; separate legal personality and limited liability; corporate governance: the board and shareholders; corporate governance: majority and minority shareholders; account and audit; equity finance; and debt finance. Each part then includes a number of chapters. The text includes chapters on: personal liability for abuses of limited liability; disqualification of directors; dividends and distributions; directors’ duties; the derivative claim and personal actions against directors; unfair prejudice; share issues; transfers of shares; insider dealing and market manipulation; debentures; and winding-up, dissolution and restoration.

I first started to use Gower & Davies: Principles of Modern Company Law in the late 1990s when it was, I think, in its sixth edition. I was impressed with it then and continued to be impressed with it now. Since the last 1990s, this text has almost doubled in size but the principles of earlier editions remain: to provide a text which explains the material in a clear, but detailed (and in-depth), analysis. Because it achieves this aim easily, It continues to be a highly respected and academically stimulating text. It is also (unlike many similar texts) both well-written and accessible allowing even the most reluctant reader to quickly understand the important principles of company law.

This new edition of Gower & Davies: Principles of Modern Company Law builds on the excellent reputation of the previous editions. It is very readable and easy to get into. The wonderfully detailed footnotes are a treasure trove for further reading and research; ideal for any essays or dissertations. The revisions since the last edition have not effected the superb balance of earlier editions: this is an impressive achievement on its own. It is, quite simply, a must purchase for anyone interested in, studying or practising company law! If you cannot find the answer within the covers, there probably is not one.

Reviewed on 30 December 2013