Company Meetings and Resolutions

The book "Company Meetings and Resolutions" by Leslie Kosmin QC and Catherine Roberts is a comprehensive guide to the law, practice, and procedure of company meetings and resolutions. Here is a detailed overview of the book:

Key Themes

1. Law of Company Meetings: The book is dedicated to the law of company meetings for both solvent public and private companies registered in various jurisdictions. It covers the legal requirements and procedures governing these meetings.
2. Shareholder Meetings: The first part of the book focuses on the concept of a shareholder meeting, including the base quorum requirements, notice to shareholders, and the legal implications of flaws in this process. It also explores different types of shareholder meetings such as annual general meetings, meetings requested by members, and those ordered by the court.
3. Chair's Role and Proxy Rules: The book delves into the role of the chair in company meetings, the rules for validly selecting proxies and corporate representatives, and the voting process. It covers specific rules for certain types of resolutions and meetings, including class meetings and meetings to approve a Scheme of Arrangement.
4. Written Resolutions and Duomatic Principle: The book discusses the use of written resolutions and the Duomatic principle, which allows certain types of resolutions to be validly passed without a formal meeting if all members agree.
5. Minutes and Company Communications: The final sections of the book cover the obligation to take minutes of meetings and discuss company communications, providing practical insights and legal authority.

Plot Summary

The book is structured to provide a logical progression from the foundational concepts of shareholder meetings to the detailed procedures and legal requirements. It begins with an overview of the basic principles of shareholder meetings, including quorum requirements and notice procedures. It then moves on to discuss the various types of shareholder meetings, the role of the chair, and the rules governing proxies and voting. The book also explores specific types of meetings, such as class meetings and those related to Schemes of Arrangement. It concludes with a discussion on the use of written resolutions and the Duomatic principle, as well as the importance of taking minutes and maintaining company communications.

Critical Reception

The book has received positive reviews for its comprehensive coverage of the subject matter and its practical application. It is noted for providing a balance between theoretical discussions and practical insights, making it invaluable for practitioners advising on company meetings and resolutions. The use of case law and in-depth discussions of legal cases is particularly praised for its ability to illuminate the meaning of complex legal issues without requiring readers to delve into the original case texts.

Overall, "Company Meetings and Resolutions" by Leslie Kosmin QC and Catherine Roberts is a definitive resource for anyone involved in the legal aspects of company meetings and resolutions, offering a thorough understanding of the law, practice, and procedure in this area.