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COMPANY LAW
LAW 2040

MODULE GUIDE
2017–2018

Preamble

This module is a 20 credit module. The module runs in both Semesters 1 and 2.

Company law is an area of law that is fundamental to many aspects of life in general
as well as in commerce. And this is the case not only in the UK, but the same for
most of the world. Large companies, for good or for bad, dominate much of the
world’s affairs. Small companies tend to be the most common vehicle used by
businesses in the UK. Aspects of company law are likely to affect many other fields
of law, e.g., criminal law (“white collar crime,” fraud and corporate offences), family
law (the use of family companies), European law (the company is used extensively
throughout the EU), trusts law (many companies act as trustees of discretionary and
unit trusts), consumer law (consumers frequently deal with companies) and, of course,
most areas that fall within the broad category of commercial law (such as banking and
financial services, insurance, insolvency, and sale of goods). It is extremely helpful to
have an understanding of what a company is, how it operates, and how it is regulated.

The Company Law Team

Module Co-ordinator (Terms 1 and 2): Dr Suren Gomtsian (room 2.33b, The
Liberty Building, e-mail: s.gomtsyan@leeds.ac.uk).

Module Lecturers: Dr Suren Gomtsian (contract details see above), Dr Colin Mackie
(room 2.33a, The Liberty Building, e-mail: c.mackie@leeds.ac.uk).

The rest of the team are Ms. Taskin Iqbal (t.iqbal@leeds.ac.uk) and Ms. Longjie Lu
(l.lu2@leeds.ac.uk) who are seminar leaders (also with Dr. Colin Mackie).

Contact details and availability times are on the module area on Blackboard.

Objectives
On completion of this module, students should be able to understand and discuss the
main features of the company law of the United Kingdom. Students should be able to
understand the ways in which company law balances the interests of the different
groups represented within the company and be aware of the debates about the
suitability of the different methods used. The focus is therefore on the legal nature of
company as a business organisation, the distribution of power within a company, the
duties of directors and other managers, and the associated enforcement mechanisms.
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Also, students should be able to explain the basic theories about the company and its
objectives. At the end of the module, students should be aware of: the role of
companies in commerce and society, the nature of companies in legal and economic
terms, how companies are formed, how companies make contracts, how companies
are managed, how companies are financed, the position and responsibilities of
directors of companies, the rights of shareholders, and what can be done if companies
become insolvent.

How do I do well in Company Law?

Do pre-reading for lectures

Do not miss lectures (you really will miss out on important information)

Prepare for seminars and contribute

Do not miss seminars! They are assessed.

DO THE PRACTICE ESSAY in Semester 1. Being too busy is a daft reason

to miss out on feedback and practice that will help you improve in this subject
and others.

DO THE MOCK EXAM in Semester 2 (see comment above).

Do not be reluctant to come and speak to us if there is something that you do

not understand: use our availability times.

General Comments

Company law is a huge field (indicated by the fact that the latest companies
legislation is the longest piece of legislation in the British parliamentary history), but
we do not seek to cover anywhere near all of it in this module. Nevertheless we do
cover quite a bit. To help you get a handle on the module, you will be given handouts
that set out the structure of the module in detail with topic headings, cases, and statute
references before each lecture. Lectures will follow this structure, so it is worthwhile
bringing the appropriate handout to lectures so you can follow where we are any time
in the course of a lecture. What tends to happen, and the reason why the modules is
run over a year rather than a semester, is that students find that the further we go into
the module things “click,” that is, the various topics fit together and are seen to do so.
In studying the subject and particularly when you are revising for the final exam, do
not lose sight of “the big picture.” That is, get a macro view of the module, namely
remember the main topics and try to fit what is being considered in the big picture.
The main topics of the module are set out in this module guide. In lectures you will
also be given copies of slides which provide more detailed information about the
subjects studied.

It is the case that many of the topics we study have produced books and some
could be modules in their own right. But the boundaries of this course are set by
what we cover in lectures and seminars. The reading for the seminars and lectures
is essential and what we cover in lectures and seminars tells you what is important on
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this course. While there is sometimes more reading to do than at other times, the fact
that your lectures run every fortnight should assist you in doing the preparation, as
should the fact that you are required to pre-read the textbook for the lecture. Do not
leave everything to the last minute.

Teaching and Learning

The module will be taught by way of 22 substantive lectures over two semesters and 7
seminars (four seminars in semester 1 and three in semester 2).

There will also be one revision, one mock exam, and one feedback session in
Semester 2.

The lectures are designed to introduce you to the areas covered by the module,
provide a framework for your study of company law, and to deal with some of the
difficult issues that we find in this area of law.

Seminars
Seminar sessions are primarily designed to enable you to gauge how you are
progressing, introduce some topics related to what is considered in lectures, provide
practice in answering problem type questions, to enable you have a chance to ask
questions, and to introduce the occasional area that is not covered in lectures. You
should regard preparation for seminars as an integral part of the module. It should be
seen as an opportunity for you to wrestle with some of the major aspects of the
module. Seminars are intended to involve discussion and are not to be seen as mini-
lectures. Seminars generally require that you do additional reading. If seminars do
not state that you are to do specific reading then there is none. Your preparation
should be based on lecture notes and the general readings that you are asked to cover
for particular weeks. If you are asked to read additional material for a seminar, then
the readings are critical to the seminar. The cases that you are asked to read are
gauged to be integral to the field. The aim is to ensure that you engage with the most
important cases and come to appreciate company law principles in a wider setting.

Seminar Assessment

10 per cent of your marks will be assessed on the basis of your oral contribution in the
seminars.

The assessment process will cover three dimensions:

i) quality of content

This refers to your knowledge and understanding of the law and the policy
issues which inform the law. The ability to synthesize and integrate your
contributions with the contributions of others is a further way of
demonstrating your grasp of the issues under discussion. Asking pertinent
questions which draw out key issues or important themes is another way in
which you can demonstrate your understanding of the law.
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ii) quality of expression

Clarity, fluency and conciseness of communication are the skills to be

developed under this heading. The ability to think on your feet and respond to
unanticipated comments and questions is often claimed as one of the key skills
possessed by lawyers and participation in seminar discussion will help develop
this ability.

iii) contribution to discussion process

Here we will be considering whether you listen carefully to others, whether

you respond to them in an appropriate, respectful and constructive fashion,
and your general contribution to the atmosphere in both smaller groups and the
whole class. Listening attentively is just as important as speaking clearly. A
good seminar participant is not necessarily someone who talks a lot.

Oral contribution does not mean attempting to dominate a seminar and talking
the whole time. If your behavior is considered to be too dominant then you will
lose marks. You need to work as a member of a team, particularly within smaller
groups, and this means allowing everyone in the group the opportunity to make a full
contribution. The best marks will be not obtained by those who talk too much and
deny others in the group the opportunity to speak.

In the case of international students we would like to reassure you that the fact that
English is not your first language is understood by us, and that those who have some
difficulty expressing themselves in English will not be prejudiced. We anticipate that
you will be able to play a full part in the course and that you will swiftly develop the
confidence to engage in the discussion.

The marks will be divided between the seminars in the following way:

Seminar 1 0%
Seminar 2 0%
Seminar 3 2%
Seminar 4 2%
Seminar 5 2%
Seminar 6 2%
Seminar 7 2%

The following is the marking scale:

A = 80: Voluntary contributions at relevant points. Detailed and comprehensive

reference to primary/secondary sources and some evidence of reflective and insightful
thought. Demonstrates an awareness of the need to ensure the participation of other
students.

B = 65: Accurate contribution at relevant points with some reference to

primary/secondary sources. Able to respond to set questions. Demonstrates an
awareness of the need to ensure the participation of other students.
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C = 55: Limited or partly accurately contributions only.

D = 30: Fails to contribute constructively.

AB = 20: Non attendance

Overall mark based on average across the assessed seminars.

Attendance at seminars

Attendance at seminars is compulsory. Please note that if you miss more than 3
seminars, then even if you have good reasons for your absence, it will not be possible
to scale up your marks for the missing seminars.

In the case of absence from any assessed seminars you must inform your seminar
tutor in writing why you could not be present. Provided that you have a good reason
we will scale up your marks in line with your performance in other seminars.

Please make sure you either attend or have a good reason (which you tell us about) for
not attending, otherwise this will affect your overall grade in the subject. Do not
throw away marks—it can really make a difference.

Lectures

Before each lecture (usually one week) you will receive a hand out that is an outline
for the lecture and prescribes readings for the relevant week. Readings will include:
portions of the recommended text, cases, articles, pages in texts other than the
prescribed text, and statutory provisions. It is critical that you complete the readings
as not everything can be covered in class and some detail relating to what we cover is
left to the readings. It is expected that students will be able to engage in self-study. It
is emphasised as strongly as possible that the reading is critical. The amount of
reading for each week is not uniform as far as volume is concerned. Every attempt
has been made to ensure that the overall volume is not excessive and unreasonable.
Readings are designed to supplement the lectures and to provide you with a wider
learning experience. One cannot grasp a good understanding of any area of law
without reading, and the same goes for company law.

Text and Readings

Textbook

You must purchase:

David Kershaw, Company Law in Context: Text and Materials (Oxford University
Press 2 nd ed, 2012).

It is a well-written book which combines commentary and explanations with the

primary case and statutory materials (excerpts). The textbook takes an interesting
approach by putting company law into the business and economic context—so you
will not only learn the rules governing business organizations, but can also understand
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why these rules exist and how they influence behavior. The main problem of the
textbook is that it was updated last time in 2012.

OR

Brenda Hannigan, Company Law (Oxford University Press 4th ed, 2016).

It is well written, comprehensive, well structured, and up-to-date.

Purchase only one. Reading suggestions for lectures and seminars will include page
numbers from both textbooks, but use them as alternatives.

There are other very useful texts. Some of these books deal with the law pre-
Companies Act 2006, so please be aware of this.

A very up to date text is Alan Dignam and John Lowry, Company Law (Oxford
University Press 9th ed, 2016). It is briefer than Kershaw’s and Hannigan’s textbooks,
so you might find this a useful additional purchase.

Another succinct and very user friendly book which gives a good overview is Alastair
Hudson, Understanding Company Law (Routledge 2 nd ed, 2018). Again if you find
that you are getting swamped in the detail then this could be a good book for you.

Brian Cheffins’ book, Company Law: Theory, Structure, and Operation (Oxford
University Press, 1997), is helpful for understanding economic influences on
corporate law, and how law and economics scholars approach company law. John
Lowry and Arad Reisberg’s Pettet’s Company Law: Company Law & Corporate
Finance, (Pearson 4th ed, 2012) does include some useful discussion of theoretical
issues in company law particularly (and other areas). Gower’s Principles of Modern
Company Law by Paul L. Davies and Sarah Worthington (Sweet & Maxwell 10th ed,
2016) is probably regarded as the main book consulted by practitioners as it has a
long tradition. It is very detailed and an excellent reference, especially for research on
company law. As far as cases and materials books are concerned, both Sarah
Worthington, Sealy & Worthington’s Text, Cases, and Materials in Company Law
(Oxford University Press 11th ed, 2016) and Alan Dignam, Hicks and Goo’s Cases
and Materials on Company Law (Oxford University Press 7 th ed, 2011) are helpful.

Statutory material

It is important that you read the critical parts of the relevant legislation (provisions in
the Companies Act 2006 and the Insolvency Act 1986). This especially includes
those sections that are referred to in lectures and seminars. Legislation is available in
statute books which you might decided to purchase, and on any of the following
databases: Westlaw, LexisNexis, Lawtel or on the Web though Office of Public
Sector Information (http://www.opsi.gov.uk/acts.htm ).

You can take into the exam room a statute book or printed sections from statutes that
have been downloaded from a database that gives access to legislation.

There must be no annotations of any description on these materials.

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Highlighting and underlining of text is permissible BUT NO written comments at

all. For the avoidance of doubt if you use sticky labels as bookmarks THERE
MUST BE NO WRITING ON THEM, NOT EVEN SECTION NUMBERS.

There must be no colour coding-all tags and highlights, and underlining should
be the same colour.

Also be careful as some of the web-based sources have started annotating and it
is not possible to remove their annotations—you will not be able to use these in
the exam.

In November 2006, a new consolidated Companies Act was passed (“Companies Act
2006”). It is the largest statute in UK legislative history (1300 sections). You will be
relieved to know that you will not be expected to absorb or even read most of them.
What you should know for study purposes is that significant parts of company law
remain the same as it was before the enactment of the new Act or have been changed
slightly. Therefore, many of the resources that we have in the Library are still
relevant, but in looking at texts published before 2007 be careful as they will be
referring to sections in the Companies Act 1985, most of which is now repealed.

Cases

You should acquire a basic knowledge of the cases and sections referred to in classes
and/or in the handouts. There are a lot of cases. We recognise that not all cases can
be read meticulously and in full. But, cases that clearly stand for important
propositions of law, and which are subject to emphasis in classes should be read in
full, not from casebooks. With respect to other cases, the reading of one of the
following: the case headnote, a casebook excerpt, or an account in a text, will suffice.
The case headnote is the material that precedes the judgment in reported cases, and
includes a summary of the facts and the major points made in the judgment(s).

Feedback and Academic Support

We provide feedback and support in a number of ways.

1. You will receive feedback informally in the course of seminars in that we will
be able to indicate to you whether you are ‘on the right track’ or not. If you
feel unclear about how you are doing or the answers to any of the issues we
discuss, please come and see us after the seminar, or make an appointment to
see us (as soon as possible after the seminar in question). Our academic
hours are specifically for this purpose and it is usually better to meet to
discuss things than to email.

2. All presentation slides used in lectures will be available on Blackboard. Also

some of the readings are available on Blackboard.

3. More formal feedback will be provided through the practice essay (see below).
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4. You will receive written feedback on your formal essay in Semester Two. The
feedback forms can be collected from General Office in Semester Two. If you
have any queries about this once you receive your feedback form, you can
contact, in the first instance, your personal tutor. If you have a subject specific
query then contact the team member who marked your essay.

We are very happy to answer appropriate questions about the formal essay
posted on-line on the Discussion Board in Company Law on the VLE. The
posting will be anonymous. No one will know who has asked the question and
it means that everyone benefits from the answer.

5. In terms of preparation for the examination, at the end of Semester Two there
will be a mock exam. The mock exam will be followed by a Q&A session
where we will give general feedback on your answers.

6. Many of the seminar questions are based upon past exam questions.

7. We have also posted the feedback given on a previous exam and essay on the
VLE and this will give you some guidance of the pit-falls you have to avoid.
Generally these really are obvious—do not miss lectures and seminars, read
cases, carry out independent research for your essay and don’t just rehash the
textbook. We cannot emphasise enough how many of the 2:2 and lower marks
that were awarded last year were down to students not doing the reading and
not preparing for seminars. If you want to have the best chance of getting a
2:1 mark (or higher) you need to avoid doing what these students did and you
can easily do so.

8. We are happy to talk through with you personally anything that you are not
clear about though questions about the formal essay must be posted on-line on
the Discussion Board. The reason is that if it is an appropriate question then it
would be useful for others to know what the answer is—there are bound to be
others who would appreciate this. If you think it is unfair that others get the
benefit of the answer to the question you have thought of then your question
probably isn’t an appropriate one.

Practice Essay-DO IT!

This is voluntary but you should do it for practice and to get feedback on tackling an
essay type question. You should submit the essay by 12.00 (Noon) on 3 November
2017. You must affix the usual evaluation form for completion by the marker. No
marks will be given, but clearly the comments will enable you to see how the paper
was received.

Feedback sheets for the practice essay may be collected from 27 November 2017
onwards. You can collect the feedback sheet from the Student Administration Desk
in the Liberty Building.

The word limit is 1,500 words.

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The question is:

‘Some commentators have asserted that the decision in Prest v Petrodel Resources
Ltd & Others is to be "welcomed" as although it does confirm that the Salomon
principle remains a cornerstone of UK company law, it also recognises that there will
be circumstances in which the veil can be pierced in order to grant a remedy.’

Discuss this statement.

Assessment

This will consist of

1. Seminar assessment counts for 10% of your marks (see under Seminars
above).

2. A 2,000 word essay due to be submitted in January 2018. The essay is to be a

scholarly piece of research and should include accurate and appropriate
footnoting and a bibliography. Ensure that you do not commit the greatest
academic sin of plagiarism. You should make sure that you are familiar with
what plagiarism is, and avoid it. Penalties for committing plagiarism are
severe. The essay will be worth 30% of your final mark.

3. A two hour examination in the examination period at the end of Semester 2

worth 60% of your final mark. The questions in the examination will be based
on lectures, seminars, and prescribed reading. The examination will consist of
six (6) questions. There will be two parts to the exam with three questions in
each part. You will be required to answer one question from each part. The
first part will consist of essay style questions and the second part will involve
problem (case study) type questions that are similar in format to the problem
questions set for seminars.

The exam will be a closed book exam, although you will be entitled to take
into the exam room a book that includes only statutes or printed sections from
statutes that have been downloaded from a database that gives access to
legislation.

Please see above for guidance on marking statutory materials.

It is emphasised that only statutes (and the only ones of real substantial relevance are
the Companies Act 2006, Insolvency Act 1986, Company Directors’ Disqualification
Act 1986, and the Enterprise Act 2002) will be permitted. So, White Papers and
Government Reports are NOT allowed. Materials are inspected in the exam room.
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Library Resources

The following are examples of books that are available in the Library and might be of
help during the year (other books will be added as they become available, so visit the
shelves housing the company law and insolvency law books from time to time) (some
titles are in multiple copies):

Adenas M and Wooldridge F European comparative company law (2009)

Alcock, A. et al, The Companies Act: The New Law (Jordans, 2007).

Austin, R, Ford, H, Ramsay, I, Company Directors: Principles of Law and Corporate

Governance (Sydney, LexisNexis, 2005).

Bailey, E., Groves, H., and Smith, C., Corporate Insolvency Law and Practice 2 nd ed.,
Butterworths, 2001.

Bainbridge, S, Corporation Law and Economics, Foundation Press, New York, 2002

Birds, J., et al, Boyle & Birds' company law, 9th ed. (Jordan, Bristol, 2014).

Cheffins, B., Company law: theory, structure, and operation, (OUP, Oxford) 1997

Davies, P., Introduction to Company Law, 2nd ed. (OUP, Oxford) 2010

Davies, P (ed) Gower and Davies' principles of modern company law 9th ed (Sweet
& Maxwell, London, 2012)

Dean, J., Directing Public Companies (Cavendish, 2001)

de Lacy, J., The Reform of UK Company Law (Cavendish, 2002)

Dine, J, Governance of Corporate Groups (CUP, Cambridge, 2006).

Dine, J. and Koutsias M, Company Law, 8th ed,(Palgrave-Macmillan, Basingstoke,

2014)

Farrar, J. and Hannigan, B., Farrar's Company Law, 4th ed, (Butterworths, London,
1998)

Finch, V., Corporate Insolvency Law: Perspectives and Principles 2nd edn
(Cambridge University Press, 2009)

Ferran, E., Company law and corporate finance, (OUP 2nd ed, 2014)

Ferran, E. and Ho, L.C., Principles of Corporate Finance Law, 2nd ed,(OUP, Oxford,
2014)
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The Financial Reporting Council, The UK Code of Corporate Governance Code

(2014) and available at https://www.frc.org.uk/Our-Work/Codes-
Standards/Corporate-governance/UK-Corporate-Governance-Code.aspx

Goode, R.M., Principles of Corporate Insolvency Law, 3 rd ed., Sweet & Maxwell,
2005).

Grantham, R., and Rickett, C., (eds), Corporate Personality in the Twentieth Century,
(Oxford, Hart Publishing, 1997).

Griffin, S., Personal Liability and Disqualification of Company Directors (Oxford,

Hart Publishing, 1999)

Hicks, A., Disqualification of directors: no hiding place for the unfit? (London :
Certified Accountants Educational Trust, 1998)

Hudson A, Understanding Company Law (Routledge, 2012)

Keay, A., McPherson’s Law of Company Liquidation, 3 rd ed, (Sweet and Maxwell,
London, 2013)

Keay, A and Walton, P., 3rd Insolvency Law: Corporate and Personal (Jordans,
Bristol, 2012)

Keay, A., Company Directors’ Responsibilities to Creditors, Routledge-Cavendish,

Abingdon, 2007

Keay, A. and Kosmin, L., Directors’ Duties 2 nd ed (Jordans, 2014)

Keay A, The Corporate Objective (Edward Elgar, 2011)

Keay A, The enlightened shareholder value principle and corporate governance

(Routledge, 2013)

Kraakman, R et al (eds), The Anatomy of Corporate Law (Oxford 3rd ed, 2017) or (2 nd
edn, 2009)

Loughrey J Corporate Lawyers and Corporate Governance (Cambridge, 2011)

Loughrey J (ed), Directors’ Duties and Shareholder Litigation in the Wake of the
Financial Crisis (Edward Elgar, 2012)

Mayson, S., French, D., Ryan, C., Mayson, French & Ryan on company law

McCormack G Registration of Company Charges (2009) (3 rd edn)

Milman D National corporate law in a globalised market: the UK experience in

perspective (Edward Elgar, 2009)

Mokal, R., Corporate Insolvency Law: theory and application (OUP, Oxford, 2005)
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Parkinson, J, Corporate Power and Responsibility (Oxford, OUP, 1993).

Patfield, F., (ed) Perspectives on company law Vols 1 & 2 (London Boston: Kluwer
Law International, 1997)

Proctor, G and Miles, L, Corporate Governance (London, Cavendish, 2004).

Reisberg A., Derivative Actions in Corporate Governance (Oxford OUP 2007)

Rider, BAK., (ed) The realm of company law : a collection of papers in honour of
Professor Leonard Sealy, (London Boston : Kluwer Law International, 1998)

Steinfield, Blackstone's guide to the Company Law Reform Act 2006 (Oxford : Oxford
University Press, 2007).

Sheikh, S, Corporate social responsibilities : law and practice (London : Cavendish,

1996).

Sheikh, S., A Guide to the Companies Act 2006 (Routledge/Cavendish, Abingdon,

2008).

Stapledon, G, Institutional shareholders and corporate governance, (Oxford:

Clarendon Press, 1996).

Wheeler, S (ed), A Reader on the Law of Business Enterprise (Oxford, OUP 1994)

Williams R, Disqualification undertakings: law, policy and practice (Jordans, 2011)

Specialist Journals and Case Reports (available in hard copy or networked)

(obviously these are in addition to general law journals, such as the Modern Law
Review, that also will include company law articles). Non-UK material are indicated
in brackets:

British Company Cases (BCC)

Business Law Review
Business Lawyer (US)
Butterworths Company Law Cases (BCLC)
Company Lawyer
Company Law Newsletter(with British Company Law Library)
Company and Securities Law Journal (Aust)
Delaware Journal of Corporate Law (US)
European Business Law Review
European Business Organisation Law Review
European Company and Financial Law Review
Insolvency Intelligence
Insolvency Lawyer (ends in 2003)
Insolvency Law and Practice (ends in 2007)
International Insolvency Review
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International Company and Commercial Law Review

Journal of Business Law
Journal of Corporate Law Studies
Journal of Corporation Law (US)
Journal of International Banking Law Review
Journal of International Banking Regulation
Lloyds’ Maritime and Commercial Law Quarterly

Web Resources

clsbluesky.law.columbia.edu Columbia Law School’s blog on corporations and the

capital markets

https://corpgov.law.harvard.edu Harvard Law School Forum on Corporate

Governance and Financial Regulation

https://www.law.ox.ac.uk/business-law-blog Oxford University’s Business Law Blog

www.companieshouse.gov.uk Web site for Companies House- provides access to

details about companies and the administration of the registration regime.

http://www.bailii.org/ - British and Irish Legal Information Institute

www.scotcourts.gov.uk/ - Scottish courts

www.lawcom.gov.uk The Web site for the Law Commission for England and Wales.

www.ecgi.org/ European Corporate Governance Institute

www.cgi.au. Corporate Governance International

www.sec.gov/ United States Securities and Exchange Commission

www.iosco.org/ International Organization of Securities Commissions

www.nacdonline.org/ National Association of Corporate Directors (US)

www.icgn.org/ International Corporate Governance Network

www.frc.org.uk Financial Reporting Council

Outline of Module

This is in broad terms. More specific and detailed guides will be distributed to you.
These are the broad topics and you should familiarise yourself with them.

First semester:
- Background matters (context, history, legislation, EU influence, company law
reform and the Companies Act 2006)
- The legal nature of companies; separate personality and limited liability
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- Corporate theory
- Incorporating a company and the corporate constitution
- The company's external relationships (making contracts)
- Corporate finance (share capital, loan capital)
- Corporate governance: the general meeting, the board of directors, the nature of
the office of the director, and the appointment, types, powers, remuneration, removal
and disqualification of directors

Second semester:
- Duties of directors and enforcement of fair dealing by directors
- Shareholder remedies
- Corporate insolvency (introduction to insolvency, corporate rescue, liquidation)
- Takeovers