Part I. Introductory
1. Introduction to part I
2. Structure and functions of companies
3. Formation
4. The nature and classification of shares
5. Foreign companies and operating abroad
Part II. Separate legal personality in action
6. Introduction to part II
7. The limits of separate legal personality and limited liability
8. Corporate actions
Part III. Constitutional arrangements within the company
9. Introduction to part III
10. The company's constitution and shareholders' agreements
11. The division of power between directors and shareholders
Part IV. Regulating boards and individual directors in their constitutional roles
12. Introduction to part IV
13. Directors' duties 1: general introduction
14. Directors' duties 2: scope, abuse, independence, care
15. Directors' duties 3: fiduciary conflicts
16. Directors' duties 4: mandatory oversight by members
17. Directors' duties 5: approval, forgiveness and other exemptions
18. Corporate litigation and the derivative claim
Part V. Empowering and regulating shareholders in their constitutional roles
19. Introduction to part V
20. Shareholder decision-making
21. Controlling members' voting
22. Personal claims and unfair prejudice petitions
Part VI. Creditors
23. Introduction to part VI
24. Legal capital, minimum capital and verification
25. Capital maintenance
26. Distributions and undervalue transfers
27. Undermining creditors' claims
Part VII. Public enforcement
28. Introduction to part VII
29. Disqualification of directors
30. Departmental investigations and inspections
Part VIII. Disclosure
31. Introduction to part VIII
32. Disclosure of control
33. The accounts and other financial disclosures
34. Verifying the accounts
35. Narrative and non-financial reporting
Part IX. Equity finance
36. Introduction to part IX
37· share issues: general rules
38. Transfers of shares
39. Admission to public markets and public offers of shares
40. Enforcement of disclosure obligations
41. Takeovers
42. Arrangements, reconstructions and mergers
Part X. Debt finance
43. Introduction to part X
44. Debts and debt securities
45. Company charges
Part XI. Winding up and its consequences
46. Introduction to part XI
47. Managing distressed and defunct companies.