Principles of Corporate Finance Law, 2nd Edition

Corporate finance theory seeks to understand how incorporated firms address the financial constraints that affect their investment decisions. This is achieved by using varied financial instruments that give holders different claims on the firm’s assets. Recent scholarship in this area explores precisely how legal mechanisms affect corporate finance and the development of financial markets. The legal environment is crucially important in explaining the choices that companies make about their capital structure.

This book combines company law, capital market regulation and commercial law to give readers a detailed understanding of the legal and regulatory issues relating to corporate financial transactions. Informed by insights from the theoretical and empirical work of financial economists, the book examines, from a legal perspective, key elements of corporate financing structures and capital markets in the UK. The authors’ practical experience of transactions and regulatory issues ensures that thorough scholarly inquiry and critical reflection are complemented by an assured understanding of the interface between legal principles and rules as they are documented and in their actual operation.

Table of Contents

Part I. OVERVIEW
Chapter 1. The Regulatory Framework
Chapter 2. Use and Abuse of the Corporate Form as a Vehicle for Raising Finance and Managing Financial Risk
Chapter 3. Capital Structure—Fundamental Legal, Accounting, and Financing Considerations

Part II. LEGAL CAPITAL
Chapter 4. Formation of Share Capital
Chapter 5. Share Allotments
Chapter 6. Classes of Shares
Chapter 7. Maintenance and Reduction of Capital
Chapter 8. Share Buy-backs and Redeemable Shares
Chapter 9. Distributions to Shareholders
Chapter 10. Financial Assistance

Part III. DEBT CORPORATE FINANCE
Chapter 11. Debt Corporate Finance—General Considerations
Chapter 12. Secured Debt

Part IV. CAPITAL MARKETS FINANCE
Chapter 13. Public Offers and Listings of Equity Securities
Chapter 14. International Equity Offerings and Listings
Chapter 15. Corporate Bonds