Limited and unlimited companies 9 2.2 Public and private companies 10 2.3 Minimum capital requirements for a public company 2.4 Change of status from public to private company and vice versa II 2.5 Groups 12 2.6 The memorandum of association and registration 2.7 Incorporation 2.8 Duty of Registrar 2.9 Off-the-shelf companies Summary Casenotes Exercises 3 Corporate personality 3.1 The legal basis for the separate personality doctrine 3.2 Problems caused by the personality doctrine and exceptions 3.3 Statutory intervention 3.4 Lifting the veil 3.5 Fraud 3.6 Groups 3.7 The criminal and civil liabilities of companies 3.8 What crimes? 3.9 Why convict companies? VI Contents 3.10 Identification of the company's alter ego 39 3.11 Civil liability 40 Summary 40 Casenotes Exercises 42 4 The memorandum of association 4.1 Ultra viresthe old law 4.2 Constructive notice 4.3 Justification of the doctrine 4.4 How to determine whether an act is ultra vires 4.5 The new law 4.6 Ratification 4.7 The old case law 4.8 Objects and powers 4.9 Ultra vires and objects 4.10 Knowledge by an outsider that a transaction is outside objects or powers 4.11 Can borrowing ever be an object? 4.12 Recent authorities 4.13 Alteration of the memorandum of association Summary Exercises 5 The articles of association 5.1 The articles as a contract 5.2 What rights are governed by the contract in the articles? 5.3 Outsiders 5.4 The articles as evidence of a contract 62 5.5 Alteration of the articles of association 63 5.6 Bona fide for the benefit of the company 64 5.7 Remedies 67 5.8 Power of directors to bind the company 69 5.9 Protection 71 5.10 Transaction and dealing 71 5.11 Decided on by the directors 71 5.12 Good faith 72 5.13 Unauthorised agents 72 5.14 Usual authority

Originally published in 2005, this book focuses on the role of corporations within the trading system, and the complex relationships between corporations, nation states and international organisations. The actions and motives that drive corporations are considered as well as the structure of the international trading system. Remedial devices such as Codes of Conduct and Human Rights instruments are assessed for effectiveness. The book seeks reasons for what is a growing understanding that international trading regimes are not meeting objectives found in many international agreements, including both the international trade agreements themselves (WTO, GATT, TRIPS etc.) and human rights instruments. In particular, it is clear that the prevalence and severity of poverty is not being adequately addressed. This work sets out to investigate the role played by companies in this failure in the globalisation of trade to realise its aims, in particular the failure to achieve the minimum of basic rights, the right to food.

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