In the last twenty five years, company law in the Commonwealth Caribbean has undergone dramatic changes, from a model influenced by English law to a new, harmonised collection of regional legislation based on the Caricom and CLI model Acts that vary substantially across Caricom member states.
The variation within Caribbean company law presents an enormous challenge, both in terms of the breadth of the subject and in addressing the difference in provisions of one state’s Company Law Act as opposed to another. Using the Caricom model Act and CLI model Act as a basis for its structure, Commonwealth Caribbean Company Law examines and compares regional implementation of company law in an accessible and comprehensive manner that will be invaluable to students and practitioners in the region.
Table of Contents
1. Modern Commonwealth Caribbean Company Law in Perspective; 2. Classification of Companies; 3. Company Formation; 4. Promotion and Pre-incorporation Transactions; 5. Corporate Personality 6. Corporate Capacity and Corporate Agency; 7. Raising Share Capital; 8. Capital Maintenance; 9. Shares, Classes of Shares and Class Rights; 10. Directors and Other Officers; 11. Directors’ Statutory Fiduciary Duty; 12. Director’s Duty of Loyalty; 13. Director’s Statutory Non-Fiduciary Duties; 14. Directors’ Liabilities; 15. Shareholders’ Decision Making; 16. Shareholders and the Complaint Remedies; 17. Other Shareholders’ Remedies; 18. Dissenting Shareholders’ Appraisal Remedy; 19. Prospectuses; 20. Liabilities for Misleading Prospectuses’; 21. Company Charges; 22. Debentures and Trust Deeds; 23. Receivers and Receiver-Managers; 24. Insider Trading; 25. Fundamental Company Changes; 26. Financial Disclosure and Audit Requirements; 27. Transfers of Shares and Debentures; 28. Corporate Registers and Records; 29. Take-over Bids
Andrew Burgess is former Head of the Law Department at UWI Cave Hill and currently serving as Justice of Appeal at the Barbados Supreme Court.