Chapter 5 Further reading

L Roach, Company Law (2^nd edn, OUP 2022) chs 13 and 14

Discusses the role of the members, transparency, and company meetings

PL Davies, S Worthington and C Hare, Gower: Principles of Modern Company Law (11^th edn, Sweet & Maxwell 2021) ch 12.

Provides a detailed, yet lucid, account of the rules and procedures relating to shareholder decision making.

B Hannigan, Company Law (6^th edn, OUP 2021) ch 17.

Discusses the law relating to the shareholders’ decision-making powers and company meetings.

D Kershaw, Company Law in Context: Text and Materials (2^nd edn, OUP 2012) 189-219.

Discusses decision-making power within the company, and compares English law to American and German law.

R Cheung, ‘The Use of Statutory Unanimous Shareholder Agreements and Entrenched Articles in reserving Minority Shareholders’ Rights: A Comparative Analysis’ (2008) 29 Co Law 234.

Argues that statutory unanimous shareholder agreements should be introduced into the UK. Discusses the potential benefits and limitations of such agreements.

R Goddard, ‘The Re Duomatic Principle and Sections 320-322 of the Companies Act 1985’ [2004] JBL 121.

Discusses the Re Duomatic principle and contends that the principle must evolve to reflect the notion that the interests of the company’s members do not always equate with the interests of the company.

Grantham, ‘The Unanimous Consent Rule in Company Law’ (1993) 52 CLJ 245.

Argues that the unanimous consent rule needs to be reconsidered.

R Grantham, ‘The Doctrinal Basis of the Rights of Company Shareholders’ [1998] CLJ 554.

Discusses the doctrinal basis of shareholder power and contends that the shareholders’ power should not derive from notions of ownership.

FRC, ‘Good Practice Guidance for Company Meetings’ (FRC 2022)

Provides guidance for listed companies and their shareholders on how to enhance shareholder engagement in AGMs.

FRC, ‘AGMs: An Opportunity for Change’ (FRC 2020).

Discusses how the pandemic may have provided an opportunity to improve the operation of company meetings and improve member engagement.

Company Law Review Steering Group, Modern Company Law for a Competitive Economy: Company General Meetings and Shareholder Communication (DTI 1999).

Discusses the effectiveness of the AGM and proposes a number of reforms aimed at improving the AGM’s effectiveness as a forum for shareholder democracy.