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  • Gore-Browne on Companies

Gore-Browne on Companies


The pre-eminent source for interpreting and applying company legislation

Gore-Browne on Companies is the definitive authority on company law. From constitution through to liquidation, it provides comprehensive answers to questions about directors' duties, share capital, mergers, insolvency and much more. In addition there is a regular bulletin tracking all the latest cases with related transcript, consolidated company law database and destination tables. Since 1873, Gore-Browne on Companies has kept solicitors and barristers at the cutting edge of company law and practice. As the Companies Act 2006 changes the legal landscape, this reliability matters more than ever.

Gore-Browne on Companies is a trusted resource and a complete reference service. It offers:
  • A clear, logical structure guarantees ease of use, enabling you to find essential information quickly.
  • Regular updates assist your awareness of new case-law, practice developments and changes in legislation, including Bulletin updates incorporated into the relevant sections of the text*.
  • Companies Act 2006 Legislation Tracker sets out when the provisions of the Companies Act 2006 came into force.
  • Destination Tables show the origin of the provisions of the 2006 Act.
  • Gore-Browne Special Release includes a series of articles and a compendium of the year's case digests.
  • Regular Bulletins provide an update on the latest company law developments, digests of important cases and key statutory instruments.
  • Case transcripts so you can check the original source.*
  • *online only

It is relied upon by thousands of lawyers across the legal profession:
  • Solicitors practising company and commercial law
  • Barristers practising company, commercial and insolvency law
  • In-house lawyers
  • Public sector lawyers
  • Accountants
  • Company secretaries
  • Academics
To arrange your FREE 14-day trial to the online service or to find out how a print or online subscription to Gore-Browne on Companies will benefit your day-to-day work contact our Account Management Team today.

Explanation of the work
Table of abbreviations
Table of derivations for EEC Treaty Articles
Gore-Browne Bulletin
Table of Cases
Table of Statutes
Table of Statutory Instruments
Table of Insolvency Rules
Table of Scottish Insolvency Rules
Table of EC Legislation


  • The UK Framework
  •  The European Framework
  •  Registration of Companies 
  • Names and Registered Offices
  • Registrars of Companies
  • Companies Not Formed Under the Companies Legislation
  • Overseas Companies



  • The Constitution
  • Legal Personality
  • Attribution and Crimes
  • Transactions Binding the Company
  • Pre-Incorporation Issues



  • Membership of a Company
  • Register of Members
  • Beneficial Ownership
  • Resolutions
  • Written Resolutions of Private Companies
  • Meetings
  • Notice of Meetings
  • Conduct of Meetings
  •  Records and Disclosure of Meetings, Resolutions and Polls


  • Directors – Appointment and Removal
  • Management of a Company
  • Directors’ Duties
  • Directors’ Specific Obligations
  • Relief from Liability



  • Derivative and Direct Shareholder Claims
  • Unfair Prejudice
  • Investigations
  • Disqualification





  • Types of Shares, Rights and Liabilities
  • Allotment of Shares
  • Transfer of Shares
  • Introduction to the Maintenance of Share Capital
  • Acquisition by a Company of its Own Shares
  • Financial Assistance by a Company for the Acquisition of its Own Shares
  • Dividends
  • Capital Reorganisations



  • Types of Loans and their Rights
  • Restrictions, Guarantees and Trustees
  • Transfers and Variations
  • Creating Charges
  • Registration of Charges



  • The European Framework
  • Register of Directors and of Interests in Voting Shares
  • Annual Returns
  • Accounts and their Publication
  • Form and Content of Accounts
  • Form and Content of Directors’ Reports
  • Filing and Defective Accounts
  • Appointment and Removal of Auditors
  • Functions and Liability of Auditors



  • The European Framework
  • The UK Framework
  • Obtaining an Equity Listing
  • Continuing Obligations
  • Market Misconduct
  • Liability for Information


  • Europe and Takeovers
  • Takeover Code
  • Reconstruction and Amalgamation



  • Corporation Tax
  • Rates of Corporation Tax, Computation and Losses
  • Debt, Equity and Distributions



  • Introduction to Restructuring and Insolvency
  • Debenture Holders’ Remedies and Receivers
  • Voluntary Arrangements
  • Administration
  • European and International Insolvency
  • Administrative Receivership
  • Floating Charges and Receivers in Scotland



  • Compulsory Liquidation: Grounds
  • Compulsory Liquidation: Procedure
  • Voluntary Liquidation: Procedure
  • Liquidators and Collection of Assets
  • Claims Against the Company
  • Application of Funds and Dissolution
  • Civil and Criminal Liabilities and Office-holder’s Powers of Investigation
  •  Financial Markets and Insolvency



Companies and the Conflict of Laws

  • Filing Record
  • Request for missing pages
  • Change of address
  • Checklist of page
"I have always been able to rely on Gore-Browne for its accuracy,currency and its range of subject matter from directors duties, share capital, schemes,securities, right through to insolvency ... I often use Gore-Browne Online as it enables me to go directlyfrom the discussion in the text to a case transcript. The search functionalityis good and lets me search quickly for the issues I want to know about. I haveno hesitation in recommending Gore-Browne to anyone who is practisingand/or researching company and insolvency law."
Caroline Waterworth, Barrister

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"This two-volume work by Alistair Alcock, Lord Millet and Michael Todd QC is where the details of all aspects of company law are to be found in our great common law system...As practitioners, we cannot do without these works to carry out our professional duties properly..."Gore-Browne on Companies" is therefore a world leader for Company Law. There are regular updates which form the basis for this loose leaf reference work format. There is also an online service which is particularly relevant to today's savvy web user"

An appreciation by Phillip Taylor MBE and Elizabeth Taylor of Richmond Green Chambers

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Editor In Chief

The Rt Hon the Lord Millett A Lord of Appeal in Ordinary

Consultant Editor

Michael Todd QC Erskine Chambers, London

General Editor

Alistair Alcock MA, FCSI, Barrister, Professor and Vice-Chancellor, University of Buckingham

Advisory Board

Peter Arden QC Erskine Chambers, London
Richard Calnan Partner, Norton Rose Fulbright
Paul Crook Global Head of Corporate Know-How and Training, Allen & Overy LLP
Stephen Mathews Partner, Allen & Overy LLP
Carol Shutkever Partner, Herbert Smith Freehills LLP, London
Andrew Stafford QC Kobre & Kim LLP, London

Commonwealth Editor

Andrew Keay LLB; M Div; LLM; PhD, Barrister, Kings Chambers, Manchester, Leeds and Birmingham, and Professor of Corporate and Commercial Law, Centre for Business Law and Practice, School of Law, University of Leeds

Scottish Editor

David A Bennett MA, LLB, WS, Solicitor

Editor Emeritus

A J Boyle LLM, SJD, Barrister of Gray's Inn, Emeritus Professor of Law, University of London, Honorary Fellow of the Society of Advanced Legal Studies


Catherine Addy QC MA, LLM (Cantab), Barrister, Maitland Chambers
Deirdre Ahern PhD, LLB, LLM, Solicitor, Associate Professor, Fellow Trinity College Dublin, School of Law, Trinity College, Dublin
Alistair Alcock MA, FCSI, Barrister, Professor and Acting Vice-Chancellor, University of Buckingham
David Allison QC MA (Cantab), Barrister, South Square
Kate Ball-Dodd LLB (Hons), Partner, Corporate & Securities, Mayer Brown International LLP, London
Nigel Banerjee LLB, Visiting Lecturer, The Dickson Poon School of Law, King’s College London
Julia Beer MA, Barrister, Selborne Chambers
Camilla Bingham QC BA (Oxon), Barrister, One Essex Court, Temple
John R Birds LLM, Emeritus Professor in the School of Law, University of Manchester, Honorary Professor in the School of Law, University of Sheffield
Andrew Bretherton BA, MA (Oxon), Partner, Freeths
Chris Brockman LLB, Barrister, Guildhall Chambers, Bristol
Jeffrey Cox FCA, BSc (Hons), Technical Senior Manager, Crowe Clark Whitehill LLP
Louis Doyle LLB, LLM, Barrister, Kings Chambers, Manchester, Leeds and Birmingham, 9 Stone Buildings, Lincoln's Inn
Robert Flanigan JD, Member of the New York Bar, Avocat à la Cour, Partner, Finance, Mayer Brown International LLP, London
Geoffrey Fuller MA (Oxon), Partner, Allen & Overy LLP
Carsten Gerner-Beuerle Assessor iur, LLM, MSc, PhD, Associate Professor of Law, London School of Economics and Political Science
Marcus Haywood BA (Oxon), Barrister, South Square
Tina Kyriakides MA (Cantab), Barrister, Radcliffe Chambers, Lincoln's Inn
Gemma Long Of Counsel, Norton Rose Fulbright
Gerard McCormack BCL, LLM, PhD, Barrister (Ireland), Professor of International Business Law and Director of the Centre for Business Law and Practice, University of Leeds
Eva Micheler Reader in Law, Department of Law, London School of Economics
Susan Morgan BA (Hons), MSc, FIPA, FABRP, Director, Enigma Resource Group
Kathleen O'Reilly Member of the Company Law Committee of the Law Society (England and Wales) and Lecturer in Legal Practice, University of South Wales
Rebecca Page MA (Cantab), Barrister, Maitland Chambers
Matthew Parfitt MA (Oxon), Barrister, Erskine Chambers
Tim Prudhoe Barrister, Kobre & Kim LLP
Stefan Ramel LLB, LLM (Cantab), Barrister, Guildhall Chambers, Bristol
David Southern QC MA, DPhil, MPhil, Barrister ATII, Temple Tax Chambers; Visiting Professional Fellow, Centre for Commercial Law Studies, Queen Mary, University of London
James Stonebridge Partner, Norton Rose Fulbright
Arielle Tatur (nee Goodley) Associate, MENA Dispute Resolution Practice, Freshfields Bruckhaus Deringer, Dubai
Hannah Thornley MA (Cantab), BCLA (Oxon), Barrister, South Square
Peter Tyers-Smith Barrister, Harneys
Paul Vine LLB, MBA, Partner, Norton Rose Fulbright
Rafal Zakrzewski BA, LLB (UQ), DPhil (Oxon), Solicitor, Counsel, Clifford Chance, Affiliated Lecturer, University of Cambridge


Fiona Macmillan BA, LLB (UNSW), LLM (Lond), Solicitor (NSW), FRSA 
2017 Print Subscription Information
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10 'Gore-Browne Bulletins' per year
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Update 133

Update 133 includes amendments to 11 chapters, namely Chapters 3 (Registration and Registered Offices), 13 (Directors – Appointment, Removal and Vacation), 14 (Management of a Company), 15 (Directors’ Duties), 22 (Allotment of Shares), 23 (Transfer of Shares), 53 (European Insolvency), 54 (Cross-border (Non-EU) Insolvency), 58 (Liquidators and Collection of Assets), 60 (Application of Funds and Dissolution) and 63 (Companies and the Conflict of Laws).

Professor Andrew Keay, University of Leeds, has incorporated some recent judgments from Australia, Canada and the Cayman Islands into Chapters 15, 54, 58 and 60.

Chapter 3 has been amended by Tina Kyriakides, Radcliffe Chambers, and includes those changes brought into force in 2016 by the Small Business, Enterprise and Employment Act 2015 concerning, among others, the requirements of the statement of initial significant control.

Chapters 13 and 14 have been reviewed by Deirdre Ahern, Associate Professor and Fellow of Trinity College, Dublin. In Chapter 13 there is fresh discussion of the appointment of the managing director and a further look at enforcement and remedies. There is also mention of the applicability of the UK Corporate Governance Code in relation to retirement by rotation. Chapter 14 has been comprehensively updated throughout and includes further discussion of the relationship between the board and the general meeting, register of people with significant control, inspection of company books and directors’ managerial powers. The UK Corporate Governance Code is also included.

Chapters 22 and 23 have been reviewed by Eva Micheler, Department of Law, London School of Economics, with some minor amendments including the 2016 case of In Re Zavarco Plc on estoppel rules.

Chapters 53 and 54 have been comprehensively reviewed by Professor Gerard McCormack, University of Leeds. In Chapter 53, some amendments refer to the applicability of the European Insolvency Regulation and the relationship between that Regulation and the Judgments Regulation. Re Van Gansewinkel Groep BV concerns forum shopping and the Senior Home case examines treatment of creditors.

Chapter 54 includes many new 2016 cases including Cambridge Gas Transport Corporation v Official Committee of Unsecured Creditors (of Navigator Holdings Plc) and Re Hooley on recognition of foreign proceedings and Nordic Trustee ASA v OGX Petroleo concerning public policy.

Chapter 63 has been updated in its entirety by Professor Peter Stone, formerly University of Essex, and also includes a view on what a ‘hard’ Brexit might mean for the UK in certain areas, namely judicial jurisdiction, impact of the EU Treaty, ordinary contracts, non-contractual obligations and recognition and enforcement of judgments.

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