London • Sydney
EDITORIAL ADVISORY BOARD PRINCIPLES OF LAW SERIES
Professor Paul Dobson Visiting Professor at Anglia Polytechnic University
Professor Nigel Gravells Professor of English Law, Nottingham University
Professor Phillip Kenny Professor and Head of the Law School, Northumbria University
Professor Richard Kidner Professor and Head of the Law Department, University of Wales, Aberystwyth
In order to ensure that the material presented by each title maintains the necessary balance between thoroughness in content and accessibility in arrangement, each title in the series has been read and approved by an independent specialist under the aegis of the Editorial Board. The Editorial Board oversees the development of the series as a whole, ensuring a conformity in all these vital aspects.
Professor Nicholas Bourne, LLB, LLM (Wales), LLM (Cantab), Barrister, Assistant Principal, Swansea Institute of Higher Education
London • Sydney
First published in Great Britain 1993 by Cavendish Publishing Limited, The Glass House, Wharton Street, London WC1X 9PX, United Kingdom. Telephone: +44 (0) 171 278 8000 Facsimile: +44 (0) 171 278 8080 e-mail:
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Bourne, Nicholas Principles of Company Law - 3rd ed – (Principles of law series) 1. Corporation law – England 2. Corporation law – Wales I. Title II. Company law 346.4’2’066
ISBN 1 859413 82X
Printed and bound in Great Britain
To the memory of my much loved father, John Morgan Bourne
PREFACE Company law becomes more and more complex. There seems to be a never ending outpouring of statutes from Westminster, and directives from Europe. Case law continues to grow at a frenetic pace. All this, of course, makes company law a fascinating area of study. It also makes it a treacherous minefield for the student of company law. This book is written primarily with students in mind, but it is hoped that some of the ideas put forward will be provocative for the researcher, and that some of the analyses will be helpful for the practitioner. I am extremely grateful to collagues and to students for help and ideas, although any sins of commission or omission are mine. I am also very grateful to Sandra Morgan for secretarial help. As Touchstone said in As You Like It (Act V, Scene IV), ‘An ill favour’d thing, sir, but mine own’. Nicholas Bourne Swansea July 1