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The Company Share

Legal Regulation and Public Policy

David Milman

In this accessible and insightful book David Milman examines the phenomenon of the company share in an holistic way, tracing the origins of the share and describing the diversity present within the family of shares. Using a comparative approach, key chapters consider the circumstances under which shares are acquired, the property law perspective relevant to shares and the rights and obligations of those who hold shares. The book concludes with some speculation on how the share might evolve in the future in the light of technological change and the development of other capital raising investments.
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Contents

David Milman

Preface

List of abbreviations used for citations in law reports and periodicals

General abbreviations explained

Table of cases

Table of legislation

1.    Introduction to the institution of the company share

1.1    The share as a feature of modern life

1.2    What is a share?

1.3    Who owns shares?

1.4    How are shares created?

1.5    Dealing in shares

1.6    Why regulate shares? The link with public policy

1.7    Denomination of shares

1.8    Shares and the wider socio-economic context

1.9    Shareholders as members

1.10   The numbers’ game

1.11   Shareholders as compared to partners and members of LLPs

1.12   Shareholders in companies as compared to members in mutual organisations

1.13   Shareholders and other stakeholders within a company

1.14   Types of company

1.15   Shares and the facilitation of fraud

2.    History of the company share and the different categories of share

2.1    The evolution of shares

2.2    How shares have shaped the modern world

2.3    Types of share

2.4    Shares and stock distinguished

2.5    Classes of share

2.6    Shares and debentures distinguished

2.7    The family of shares: an overview

3.    Acquisition of shares

3.1    Public issue of shares

3.2    Acquisition by allotment

3.3    Acquisition by purchase from existing shareholder

3.4    Acquisition of shares through exchange of another economic interest

3.5    Rights issue

3.6    Scrip issue of shares

3.7    Involuntary acquisition

3.8    Self-acquisition by the company

3.9    Tainted acquisition

3.10   Do the circumstances of acquisition matter?

3.11   Consideration for acquisition

3.12   Acquisition and public policy

3.13   Curbs on acquisition

3.14   Why do people acquire shares?

3.15   Who owns shares?

3.16   Acquisition of shares does not always result in acquisition of membership status

4.    Shares as property objects

4.1    Nature of shares

4.2    Forfeiture/expropriation under the articles of association

4.3    Requirement to transfer shares

4.4    Compulsory purchase under the Companies Act

4.5    Compulsory purchase on nationalisation

4.6    Privatisation and the golden share phenomenon

4.7    Valuing shares

4.8    Multiple interests in shares

4.9    Shares used as security93

4.10   Shares subject to debt enforcement and other legal procedures

4.11   Transfer of shares

4.12   Surrender of shares

4.13   The governing law

5.    Shareholder rights: source, nature and enforceability

5.1    Introductory points

5.2    Sources of shareholder rights

5.3    Classic shareholder rights

5.4    Additional rights: pre-emption entitlement

5.5    Non-rights

5.6    Are rights affected by the personal characteristics of the shareholder?

5.7    Beneficial shareholders’ rights

5.8    Enforcing shareholder rights

5.9    Shareholder rights in international law

6.    Obligations associated with share ownership

6.1    Context

6.2    Obligations owed by a shareholder to the company

6.3    Obligations owed to fellow shareholders

6.4    Obligations owed by shareholders to creditors

6.5    Wider obligations?

6.6    Disclosure obligations

6.7    Miscellaneous obligations

7.    Overview and the future of the share

7.1    Reflection

7.2    Dematerialisation of shares

7.3    Improving transparency

7.4    Encouraging wider share ownership

7.5    Shareholder wealth maximisation

7.6    Foreign ownership of shares

7.7    Combatting shareholder apathy

7.8    Brexit

7.9    The effect of technology

7.10   The untapped potential of the share

7.11   Alternatives to shares

7.12   Should the state become a more extensive shareholder?

7.13   Facilitating ownership of private company shares

7.14   Erosion of limited liability?

7.15   Final thoughts

Appendix I   Companies House UK statistics (extract only)

Appendix II   UK share ownership statistics 2016 (extract only)

Appendix III  Recharacterisation of UK enterprises: some historical examples

Appendix IV   Key shareholding percentage triggers in UK corporate law

Appendix V   Timeline for the development of shares in UK law

Appendix VI  Useful websites

Bibliography and general literature on shares

Index