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Book contents
- Frontmatter
- Contents
- List of figures
- List of tables
- Preface and acknowledgments
- Glossary
- List of abbreviations
- Table of cases
- Table of legislation
- PART I The essential qualities of the corporation
- PART II The corporation and its capital
- 4 Incorporating the company
- 5 Constituting the company's share capital
- 6 Increasing the company's capital
- 7 Distribution of dividends and maintenance of share capital
- 8 Repurchases of shares
- 9 The nature of shares and classes of shares
- PART III Governing the corporation
- PART IV Corporate combinations, groups and takeovers
- References
- Index
5 - Constituting the company's share capital
from PART II - The corporation and its capital
- Frontmatter
- Contents
- List of figures
- List of tables
- Preface and acknowledgments
- Glossary
- List of abbreviations
- Table of cases
- Table of legislation
- PART I The essential qualities of the corporation
- PART II The corporation and its capital
- 4 Incorporating the company
- 5 Constituting the company's share capital
- 6 Increasing the company's capital
- 7 Distribution of dividends and maintenance of share capital
- 8 Repurchases of shares
- 9 The nature of shares and classes of shares
- PART III Governing the corporation
- PART IV Corporate combinations, groups and takeovers
- References
- Index
Summary
Required reading
EU: Second Company Law Directive, arts. 1(1), 2c, 3, 6–11
D: AktG, §§ 6–10, 23(2) nos. 2 and 3, (3) nos. 3–5, 26, 27, 29, 31–38, 46–54, 63–66(1), 150–152; GmbHG, §§ 3(1) nos. 3 and 4, §§ 5, 7(2) and (3), 8(1) and (2), 9–9c, 19(2) and (5); HGB, §§ 266(3)(A), 272
UK: CA 2006, secs. 542, 580–587, 593–598, 610–615
US: Scan for comparison: DGCL, §§ 102(a)(4), 152–154, 156, 162–164, and Model Act, § 6.21 (including nos. 1 and 2 of the Official Comment); DGCL, §§ 101–108, 124; Model Act § 2.04
The function of share capital and rules governing its constitution
Introduction
The “par” or “nominal” value of shares
It is an essential characteristic of a stock corporation that the company is owned by investors who receive transferable shares of stock certificating their rights as members and owners: this is exemplified by referring to such persons as “shareholders” (Aktionäre). If – as might be the case at the outset – the only assets of a stock corporation were the contributions of cash and assets made by its shareholders in exchange for their shares, the company's “capital” would equal the sum of such contributions for shares: it would be “share capital.” In Chapter 3, we saw that differences in capital requirements led to regulatory competition among charters for private companies in Europe in the late 1990s, and, in Chapter 4, we discussed how, in connection with the incorporation of a company, incorporators must specify the initial share capital.
- Type
- Chapter
- Information
- Comparative Company LawText and Cases on the Laws Governing Corporations in Germany, the UK and the USA, pp. 165 - 187Publisher: Cambridge University PressPrint publication year: 2010