Company Meetings and Resolutions

Leslie Kosmin QC has been a barrister in practice in the field of Company Law at Erskine Chambers from 1977 - 2011. He was called to the Bar in 1976 and was appointed Queen's Counsel in 1994. He has presided as a Deputy High Court Judge and is a Master of the Bench of the Middle Temple. He is Affiliated Lecturer and Yorke Distinguished Visiting Fellow in the Faculty of Law at the University of Cambridge and Visiting Professor in Practice in the Law Department at the London School of Economics and Political Science.Catherine Roberts is a barrister at Erskine Chambers specialising in company law litigation and advice, corporate finance, financial services, and insolvency. She studied law at the University of Cambridge and was called to the Bar in 1986, a year after which she joined Erskine Chambers.

...the book provide important insights into both the solution of practical problems arising and the areas that are left to the shareholders and directors to agree in their corporate contract.

• 1A MEETINGS OF MEMBERS 1: The Concept of a Meeting and Quorum 2: Notice of Meetings of Members 3: Circulars to Members and Members' Statements 4: The Annual General Meeting 5: Meetings Requested by Members 6: Meetings of Members Ordered by the Court 7: The Role of the Chairman 8: Proxies and Corporate Representatives 9: Voting 10: Exercise of Members' Rights 11: Resolutions and Amendments 12: Adjournment 13: Class Meetings and Class Consents 14: Meetings for the Purposes of Schemes of Arrangement 1B WRITTEN RESOLUTIONS AND THE DUOMATIC PRINCIPLE 15: Written Resolutions of Private Companies 16: Informal Decisions and the Duomatic Principle 1C MINUTES 17: Minutes of General Meetings and Decisions of Members 1D COMPANY COMMUNICATIONS 18: The Company Communications Provisions, Including Electronic Communications 2 MEETINGS OF DIRECTORS 19: Introduction to Directors' Meetings, Written Resolutions and Directors' Duties 20: Notice, Agenda and Quorum for Meetings of Directors 21: The Role of the Chairman at Meetings of Directors 22: Minutes of Meetings of Directors 3 COMMENTARY ON THE PROVISIONS OF THE COMPANIES ACT 2006, PART 13, SECTIONS 281 TO 361 23: Commentary on the Provisions of the Companies Act 2006, Part 13, Sections 281 to 361 4 ANNOTATION OF 1985 TABLE A REGULATIONS RELATING TO MEETINGS AND DECISIONS OF MEMBERS AND PROCEEDINGS AND DECISIONS OF DIRECTORS 24: Annotation of 1985 Table A Regulations Relating to Meetings and Decisions of Members and Proceedings and Decisions of Directors 5 COMMENTARY ON THE COMPANIES ACT 2006 MODEL ARTICLES RELATING TO MEETINGS AND DECISIONS OF MEMBERS AND PROCEEDINGS AND DECISIONS OF DIRECTORS 25: Commentary on the Companies Act 2006 Model Articles