Corporate Finance Law : Principles and Policy

"The third edition of this acclaimed book continues to provide a discussion of key theoretical and policy issues in corporate finance law. It has been fully updated to reflect developments in the law and the markets. One of the book's distinctive features is its equal coverage of both the equity and debt sides of corporate finance law, and it seeks, where possible, to compare and contrast the two. This book covers a broad range of topics regarding the debt and equity-raising choices of companies of all sizes, from SMEs to the largest publicly traded enterprises, and the mechanisms by which those providing capital are protected. Each chapter provides a critical analysis of the present law to enable the reader to understand the difficulties, risks and tensions in this area, and the attempts by the legislature, regulators and the courts, as well as the parties involved, to deal with them. The book will be of interest to practitioners, academics and students engaged in the practice and study of corporate finance law" -- Provided by publisher Preface and Acknowledgements Summary Contents Contents List of Abbreviations List of Common Texts Table of Cases Table of Legislation 1. Introduction 2. Overview of Financing Options 2.1. Introduction 2.2. Equity Financing 2.3. Debt Financing 2.4. Hybrids 2.5. Retained Profits 2.6. The Debt/Equity Mix 2.7. Conclusion 3. The Relationship between Equity and Debt 3.1. Introduction 3.2. The Relationship between Equity and Debt in a Solvent Company 3.3. The Relationship between Debt and Equity in an Insolvent Company 3.4. Conclusion 4. Issuing Shares 4.1. Introduction 4.2. Shareholder Protection when Shares are Issued 4.3. Directors' Authority to Allot Shares 4.4. Pre-Emption Rights 4.5. Registration of Shares 4.6. Methods of Holding Shares 4.7. Transfer of Shares 4.8. Conclusion 5. Legal Capital 5.1. Introduction 5.2. Function of the Legal Capital Rules 5.3. Rules Regulating the Amount of Money Paid in by Shareholders 5.4. Maintenance of Capital 5.5. Alternatives to the Legal Capital Rules 5.6. Conclusion 6. Creditor Protection: Contractual 6.1. Introduction 6.2. Interpretation of Commercial Contracts 6.3. Contractual Rights against the Borrower 6.4. Contractual Rights against Third Parties 6.5. Conclusion 7. Creditor Protection: Proprietary 7.1. Introduction 7.2. Absolute and Security Interests 7.3. Types of Security Interest 7.4. Registration and Priorities 7.5. Enforcement 7.6. Economic Arguments Concerning Secured Credit 7.7. Reform 7.8. Conclusion 8. Multiple Lenders 8.1. Introduction 8.2. Basic Concepts 8.3. Issue of Debt Securities 8.4. Syndicated Loans 8.5. Conclusion 9. Transferred Debt 9.1. Why is Debt Transferred? 9.2. Methods of Transfer 9.3. Structures which have a Similar Effect to Transfer 9.4. Conclusion 10. Public Offers of Shares 10.1. Introduction 10.2. Why Do Companies Go Public? 10.3. The Process of Going Public 10.4. The Theory of Regulation of Public Offers 10.5. Regulation of Public Offers in the UK: Ex Ante Protection via Mandatory Disclosure 10.6. Regulation of Public Offers in the UK: Enforcement of the Mandatory Disclosure Regime 10.7. Regulation of Equity Crowdfunding 10.8. Conclusion 11. Ongoing Regulation of the Capital Markets: Mandatory Disclosure 11.1. Introduction 11.2. Objectives of Regulating the Secondary Market 11.3. Mandatory Disclosure in the Secondary Market 11.4. Enforcement of Secondary Market Disclosure Obligations 11.5. Regulation of Analysts 11.6. Conclusion 12. Ongoing Regulation of the Capital Markets: Market Misconduct 12.1. Introduction 12.2. The Regulation of Market Abuse 12.3. The Regulation of Short Selling 12.4. Algorithmic and High Frequency Trading 12.5. Conclusion 13. Regulation of Debt 13.1. Introduction 13.2. Regulation of Initial Issue of Debt Securities 13.3. Ongoing Regulation by Disclosure 13.4. Regulation of Market Misconduct 13.5. Accepting Deposits 13.6. Convertible Debt Securities 13.7. Regulation of Credit Rating Agencies 13.8. Regulation of Peer-to-Peer Lending 13.9. Conclusion 14. Takeovers 14.1. Introduction 14.2. The Structure of Takeover Regulation in the UK 14.3. The Substance of Takeover Regulation in the UK 14.4. Conclusion 15. Schemes of Arrangement 15.1. Introduction 15.2. The Mechanics of a Scheme of Arrangement 15.3. Uses of Schemes of Arrangement 15.4. Conclusion 16. Private Equity 16.1. Introduction 16.2. Historical Development 16.3. Private Equity Funds 16.4. Capital Structure of a Typical Private Equity Transaction 16.5. Public-to-Private Transactions 16.6. A Comparison of Private Equity Backed Companies and Non-Private Equity Backed Companies 16.7. Regulation 16.8. Conclusion Index