Autorentext

Eilís Ferran is Professor of Company & Securities Law at the University of Cambridge, a Professorial Fellow of St Catharine's College, Cambridge, and an Honorary Bencher of Middle Temple. She is also the Provost of the Gates-Cambridge Trust, which provides scholarships for postgraduate study at Cambridge funded by a major donation from the Gates Foundation. She has written extensively on UK, EU and international financial regulation, company law and corporate finance law. She has advised UK Parliamentary committees and served as an academic member of the Stakeholder Group of the European Banking Authority.

Elizabeth Howell is an Assistant Professor at the London School of Economics and Political Science. Before joining LSE, she was the Slaughter and May Lecturer in Corporate law at the University of Cambridge. She has written widely on UK and EU financial markets regulation. She has served as an academic member of the European Securities and Markets Authority's Consultative Working Group on Corporate Finance.

Felix Steffek is Professor of Law at the University of Cambridge, Director of Studies at Newnham College and Global Distinguished Professor of Law at the University of Notre Dame. At Cambridge, he serves as Director of the Centre for Corporate and Commercial Law (3CL) and Director of International Strategy and Partnerships. He has been awarded a JM Keynes Fellowship in Financial Economics by the University of Cambridge. He has advised the World Bank, the EBRD, the OECD, UNIDROIT, the Financial Stability Board, the European Commission, the European Parliament as well as national governments, parliaments and courts.

Klappentext

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 seek to give holders different claims on the firm's assets. Recent scholarship in this area has highlighted the critical importance of the legal environment in explaining the choices that companies make about their capital structure.

This book combines company law, capital markets law, and aspects of commercial and insolvency law to give readers a detailed understanding of the legal and regulatory issues relating to corporate finance. Informed by insights from theoretical and empirical work, the book examines from a legal perspective the 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.

Key developments covered in this third edition include the post-Brexit adaptation of UK company law and capital market regulation, important new cases on parent company liability in tort, creditor-facing duties of directors, issuer and director liability for misleading statements to the market, alternatives to public market financing, and recent changes in the practice of debt finance such as the emergence of non-bank lenders.

Zusammenfassung
The third edition of this leading text on corporate finance includes the post-Brexit adaptation of UK company law and capital market regulation, new cases on parent company liability in tort, creditor-facing duties of directors, issuer and director liability for misleading statements to the market, and alternatives to public market financing.

Inhalt

• Overview

• 1: Introduction to the Legal Framework for Corporate Finance

• 2: Use of the Corporate Form as a Vehicle for Raising Finance and Managing Risk

• 3: Capital Structure, Sources of Finance, and Financial Reporting

• Legal Capital

• 4: Formation of Share Capital

• 5: Share Allotments

• 6: Classes of Shares

• 7: Maintenance and Reduction of Capital

• 8: Share Buy-backs and Redeemable Shares

• 9: Distributions to Shareholders

• 10: Financial Assistance

• Debt Corporate Finance

• 11: Debt Corporate Finance-General Considerations

• 12: Secured Debt

• Capital Markets Finance

• 13: Corporate Bonds

• 14: Public Offers and Listings of Equity Securities

• 15: International Equity Offerings and Listings

• 16: Alternative Financing Options to Public Offers and Listings