دانلود کتاب Articles of Association: Guidance and Precedents

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Downloadable Precedents\nContents\nTable of Statutes\nTable of Statutory Instruments\nTable of Cases\nChapter 1 Introduction\n Introduction\n Drafting bespoke clauses\n Restrictions on drafting rules\n What are the companies\' constitutional documents? Pre-1 October 2009\n Constitutional documents: Companies Act 2006\n What is the memorandum? Pre-1 October 2009 incorporation\n Table A: Model articles for companies incorporated before 1 October 2009\n Post-1 October 2009 model articles – the position today\n The legality of the articles of association\n Enforcement of the covenants\nChapter 2 The New Model Articles\n Companies Act 2006 – guide to the new model articles\nChapter 3 Case Law Review\n Introduction\n Overview – amending the articles of association\n Pre-emption allotment of new shares\n The legal principles of amendment of the articles\n Signia Wealth Ltd v Vector Trustees Ltd – rights of pre-emption\nChapter 4 Enforcement of the Articles\n Shareholders and members\n Who has what rights under the articles of association?\n The enforcement of covenants between members\n The articles are not enforceable by third parties\n Members and fiduciary duty\n Members v members\n Enforcing covenants against the directors\n Entrenchment\n Memorandum, entrenchment and amendment (companies incorporated before 1 October 2009)\nChapter 5 Articles That May Override the Companies Act 2006\n Introduction\n Where the Companies Act 2006 will override the articles of association\nChapter 6 Analysis of the Model Articles For Private Companies Limited by Shares\n Introduction\n Drafting assumptions\n Model Articles for Private Companies Limited by Shares\nChapter 7 Analysis of the Model Articles for Private Companies Limited by Guarantee\n Introduction\n Model Articles for Private Companies Limited by Guarantee\nChapter 8 Analysis of the Model Articles for Public Companies\n Introduction\n Model Articles for Public Companies\nPrecedent 1: Family Business Articles of Association\n Introduction\n Shareholder and investor consent\n Shareholder consent\n Investor consent\n Assumptions\n Articles of Association\nPrecedent 2: Sports Club Articles of Association\n Articles of Association\nPrecedent 3: Joint Venture Company Articles of Association\n Articles of Association\n Appendix\n Introduction\n Case study: what happens on the death of a shareholder?\n Tax considerations\nPrecedent 4: Management Buyout Articles of Association\n Articles of Association\nAppendix A Tables of Derivations\nAppendix B Comparison of the Companies Act 1985 (1986 in Northern Ireland) Table A with the Companies Act 2006 model articles\nAppendix C: Table A 1985\nAppendix D: Table A 1948\nAppendix E: Table A 1929\nAppendix F: Table A 1908\nAppendix G: Table A 1906\nAppendix H: Table A 1862\nAppendix I: Table B 1856\nIndex