United Kingdom Company Law
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United Kingdom Company Law
British company law regulates corporations formed under the Companies Act 2006. Also governed by the Insolvency Act 1986, the UK Corporate Governance Code, European Union Directives and court cases, the company is the primary legal vehicle to organise and run business. Tracing their modern history to the late Industrial Revolution, public companies now employ more people and generate more of wealth in the United Kingdom economy than any other form of organisation. The United Kingdom was the first country to draft modern corporation statutes, where through a simple registration procedure any investors could incorporate, limit liability to their commercial creditors in the event of business insolvency, and where management was delegated to a centralised board of directors. An influential model within Europe, the Commonwealth and as an international standard setter, British law has always given people broad freedom to design the internal company rules, so long as the mandatory min ...
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London Thames Sunset Panorama - Feb 2008
London is the Capital city, capital and List of urban areas in the United Kingdom, largest city of both England and the United Kingdom, with a population of in . London metropolitan area, Its wider metropolitan area is the largest in Western Europe, with a population of 14.9 million. London stands on the River Thames in southeast England, at the head of a tidal estuary down to the North Sea, and has been a major settlement for nearly 2,000 years. Its ancient core and financial centre, the City of London, was founded by the Roman Empire, Romans as Londinium and has retained its medieval boundaries. The City of Westminster, to the west of the City of London, has been the centuries-long host of Government of the United Kingdom, the national government and Parliament of the United Kingdom, parliament. London grew rapidly 19th-century London, in the 19th century, becoming the world's List of largest cities throughout history, largest city at the time. Since the 19th cen ...
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Corporate Law
Corporate law (also known as company law or enterprise law) is the body of law governing the rights, relations, and conduct of persons, companies, organizations and businesses. The term refers to the legal practice of law relating to corporations, or to the theory of corporations. Corporate law often describes the law relating to matters which derive directly from the life-cycle of a corporation.John Armour, Henry Hansmann, Reinier Kraakman, Mariana Pargendler "What is Corporate Law?" in ''The Anatomy of Corporate Law: A Comparative and Functional Approach''(Eds Reinier Kraakman, John Armour, Paul Davies, Luca Enriques, Henry Hansmann, Gerard Hertig, Klaus Hopt, Hideki Kanda, Mariana Pargendler, Wolf-Georg Ringe, and Edward Rock, Oxford University Press 2017)1.1 It thus encompasses the formation, funding, governance, and death of a corporation. While the minute nature of corporate governance as personified by share ownership, capital market, and business culture rules diff ...
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Dividend
A dividend is a distribution of profits by a corporation to its shareholders, after which the stock exchange decreases the price of the stock by the dividend to remove volatility. The market has no control over the stock price on open on the ex-dividend date, though more often than not it may open higher. When a corporation earns a profit or surplus, it is able to pay a portion of the profit as a dividend to shareholders. Any amount not distributed is taken to be re-invested in the business (called retained earnings). The current year profit as well as the retained earnings of previous years are available for distribution; a corporation is usually prohibited from paying a dividend out of its capital. Distribution to shareholders may be in cash (usually by bank transfer) or, if the corporation has a dividend reinvestment plan, the amount can be paid by the issue of further shares or by share repurchase. In some cases, the distribution may be of assets. The dividend received by ...
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Capital (economics)
In economics, capital goods or capital are "those durable produced goods that are in turn used as productive inputs for further production" of goods and services. A typical example is the machinery used in a factory. At the macroeconomic level, "the nation's capital stock includes buildings, equipment, software, and inventories during a given year." The means of production is as a "... series of heterogeneous commodities, each having specific technical characteristics ..." "capital goods", are one of the three types of intermediate goods used in the production process, the other two being land and labour. The three are also known collectively as "primary factors of production". This classification originated during the classical economics period and has remained the dominant method for classification. Capital can be increased by the use of a production process (see production function and factors of production). Outputs of the production process are normally classif ...
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Share (finance)
In finance, financial markets, a share (sometimes referred to as stock or Equity (finance), equity) is a unit of Equity (finance), equity ownership in the Stock, capital stock of a corporation. It can refer to units of mutual funds, limited partnerships, and real estate investment trusts. Share capital refers to all of the shares of an enterprise. The owner of shares in a company is a shareholder (or stockholder) of the corporation. A share expresses the ownership relationship between the company and the shareholder. The denominated value of a share is its face value, and the total of the face value of issued shares represent the Financial capital, capital of a company, which may not reflect the market value of those shares. The income received from the ownership of shares is a dividend. There are different types of shares such as equity shares, preference shares, deferred shares, redeemable shares, bonus shares, right shares, and employee stock option plan shares. Terminology ...
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Equity (finance)
In finance, equity is an ownership interest in property that may be subject to debts or other liabilities. Equity is measured for accounting purposes by subtracting liabilities from the value of the assets owned. For example, if someone owns a car worth $24,000 and owes $10,000 on the loan used to buy the car, the difference of $14,000 is equity. Equity can apply to a single asset, such as a car or house, or to an entire business. A business that needs to start up or expand its operations can sell its equity in order to raise cash that does not have to be repaid on a set schedule. When liabilities attached to an asset exceed its value, the difference is called a deficit and the asset is informally said to be "underwater" or "upside-down". In government finance or other non-profit settings, equity is known as "net position" or "net assets". Origins The term "equity" describes this type of ownership in English because it was regulated through the system of equity law that devel ...
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Takeover Code
The Takeover Code, or more formally The City Code on Takeovers and Mergers, is a binding set of rules that apply to listed companies in the United Kingdom, such as those trading on the London Stock Exchange. Many of its provisions are mirrored in the EU Takeover Directive. The Code is administered by the Panel on Takeovers and Mergers, which has the authority to enforce compliance and provide guidance on the interpretation of its rules. Contents The code is designed principally to ensure that shareholders are treated fairly and are not denied an opportunity to decide on the merits of a takeover and that shareholders of the same class are afforded equivalent treatment by an offeror. The code also provides an orderly framework within which takeovers are conducted. *Rule 3, who may advise shareholders on offers or approaches *Rule 6, acquisitions requiring offer of a minimum level of consideration *Rule 9, when a mandatory offer is required, and who is responsible to make it *Rule 1 ...
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London Stock Exchange
The London Stock Exchange (LSE) is a stock exchange based in London, England. the total market value of all companies trading on the LSE stood at US$3.42 trillion. Its current premises are situated in Paternoster Square close to St Paul's Cathedral. Since 2007, it has been part of the London Stock Exchange Group (LSEG, which the exchange also lists (ticker symbol LSEG)). Despite a post-Brexit exodus of stock listings from the LSE, it was the most valued stock exchange in Europe as of 2023. According to the 2020 Office for National Statistics report, approximately 12% of UK-resident individuals reported having investments in stocks and shares. According to a 2020 Financial Conduct Authority report, approximately 15% of British adults reported having investments in stocks and shares. History Coffee House The Royal Exchange, London, Royal Exchange had been founded by the English financier Thomas Gresham and Sir Richard Clough on the model of the The Belgian bourse of Antwerp, An ...
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Good Faith
In human interactions, good faith () is a sincere intention to be fair, open, and honest, regardless of the outcome of the interaction. Some Latin phrases have lost their literal meaning over centuries, but that is not the case with , which is still widely used and interchangeable with its generally accepted modern-day English translation of ''good faith''. It is an important concept within law and business. The opposed concepts are bad faith, (duplicity) and perfidy (pretense). is a Latin phrase meaning "good faith". Its ablative case is , meaning "in good faith", which is often used in English as an adjective to mean "genuine". While may be translated as "faith", it embraces a range of meanings within a core concept of "reliability", in the sense of a trust between two parties for the potentiality of a relationship. For the ancient Romans, ''bona fides'' was to be assumed by both sides, with implied responsibilities and both legal and religious consequences if bro ...
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Directors' Duties
Directors' duties are a series of statutory, common law and equitable obligations owed primarily by members of the board of directors to the corporation that employs them. It is a central part of corporate law and corporate governance. Directors' duties are analogous to duties owed by trustees to beneficiaries, and by agents to principals. Among different jurisdictions, a number of similarities between the framework for directors' duties exist: *directors owe duties to the corporation, and not to individual shareholders, employees or creditors outside exceptional circumstances *directors' core duty is to remain loyal to the company, and avoid conflicts of interest *directors are expected to display a high standard of care, skill or diligence *directors are expected to act in good faith to promote the success of the corporation Australia General Law Directors have fiduciary duties under general law in Australia. These are: *Duty to act in good faith and not to act contrary ...
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General Meeting
A general assembly or general meeting is a meeting of all the members of an organization or shareholders of a company. Specific examples of general assembly include: Churches * General Assembly (presbyterian church), the highest court of presbyterian polity ** General Assembly of the Church of Scotland, highest court of the Church of Scotland ** General Assembly of the Presbyterian Church in Ireland, highest court of the Presbyterian Church in Ireland * General Assembly (Unitarian Universalist Association), annual gathering of Unitarian Universalists of the Unitarian Universalist Association * General Assembly of Unitarian and Free Christian Churches, umbrella organisation for Unitarian, Free Christian and other religious congregations in the United Kingdom * General Ordinary Assembly, advisory body for the Pope in the Catholic Church * International organizations * FIA General Assembly, an international motor-racing organization * General Assembly of the Organization of Amer ...
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Employees
Employment is a relationship between two parties regulating the provision of paid labour services. Usually based on a contract, one party, the employer, which might be a corporation, a not-for-profit organization, a co-operative, or any other entity, pays the other, the employee, in return for carrying out assigned work. Employees work in return for wages, which can be paid on the basis of an hourly rate, by piecework or an annual salary, depending on the type of work an employee does, the prevailing conditions of the sector and the bargaining power between the parties. Employees in some sectors may receive gratuities, bonus payments or stock options. In some types of employment, employees may receive benefits in addition to payment. Benefits may include health insurance, housing, and disability insurance. Employment is typically governed by employment laws, organization or legal contracts. Employees and employers An employee contributes labour and expertise to an e ...
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