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United Kingdom company law regulates corporations formed under the Companies Act 2006. Also governed by the Insolvency Act 1986, the UK Corporate Governance Code, European Union Directives and court cases, the company is the primary legal vehicle to organise and run business. Tracing their modern history to the late Industrial Revolution, public companies now employ more people and generate more of wealth in the United Kingdom economy than any other form of organisation. The United Kingdom was the first country to draft modern corporation statutes,〔See Joint Stock Companies Act 1856. The French ''Code de Commerce'' of 1807, as part of the Napoleonic Code allowed for public company formation with limited liability after an express governmental concession, and the New York Act Relative to Incorporations for Manufacturing Purposes of 1811 allowed for free incorporation with limited liability, but only for manufacturing businesses. So, while necessarily drawing on ideas formulated in France and the US, the UK had the first modern company law.〕 where through a simple registration procedure any investors could incorporate, limit liability to their commercial creditors in the event of business insolvency, and where management was delegated to a centralised board of directors.〔RC Clark, ''Corporate Law'' (Aspen 1986) 2, defines the modern ''public'' company by these three features (separate legal personality, limited liability, delegated management) and in addition, freely transferable shares.〕 An influential model within Europe, the Commonwealth and as an international standard setter, UK law has always given people broad freedom to design the internal company rules, so long as the mandatory minimum rights of investors under its legislation are complied with. Company law, or corporate law, can be broken down into two main fields. Corporate governance in the UK mediates the rights and duties among shareholders, employees, creditors and directors. Since the board of directors habitually possesses the power to manage the business under a company constitution, a central theme is what mechanisms exist to ensure directors' accountability. UK law is "shareholder friendly" in that shareholders, to the exclusion of employees, typically exercise sole voting rights in the general meeting. The general meeting holds a series of minimum rights to change the company constitution, issue resolutions and remove members of the board. In turn, directors owe a set of duties to their companies. Directors must carry out their responsibilities with competence, in good faith and undivided loyalty to the enterprise. If the mechanisms of voting do not prove enough, particularly for minority shareholders, directors' duties and other member rights may be vindicated in court. Of central importance in public and listed companies is the securities market, typified by the London Stock Exchange. Through the Takeover Code the UK strongly protects the right of shareholders to be treated equally and freely trade their shares. Corporate finance concerns the two money raising options for limited companies. Equity finance involves the traditional method of issuing shares to build up a company's capital. Shares can contain any rights the company and purchaser wish to contract for, but generally grant the right to participate in dividends after a company earns profits and the right to vote in company affairs. A purchaser of shares is helped to make an informed decision directly by prospectus requirements of full disclosure, and indirectly through restrictions on financial assistance by companies for purchase of their own shares. Debt finance means getting loans, usually for the price of a fixed annual interest repayment. Sophisticated lenders, such as banks typically contract for a security interest over the assets of a company, so that in the event of default on loan repayments they may seize the company's property directly to satisfy debts. Creditors are also, to some extent, protected by courts' power to set aside unfair transactions before a company goes under, or recoup money from negligent directors engaged in wrongful trading. If a company is unable to pay its debts as they fall due, UK insolvency law requires an administrator to attempt a rescue of the company (if the company itself has the assets to pay for this). If rescue proves impossible, a company's life ends when its assets are liquidated, distributed to creditors and the company is struck off the register. If a company becomes insolvent with no assets it can be wound up by a creditor, for a fee (not that common), or more commonly by the tax creditor (HMRC). ==History== Company law in its modern shape dates from the mid-19th century, however an array of business associations developed long before. In medieval times traders would do business through common law constructs, such as partnerships. Whenever people acted together with a view to profit, the law deemed that a partnership arose. Early guilds and livery companies were also often involved in the regulation of competition between traders. As England sought to build a mercantile Empire, the government created corporations under a Royal Charter or an Act of Parliament with the grant of a monopoly over a specified territory. The best known example, established in 1600, was the British East India Company. Queen Elizabeth I granted it the exclusive right to trade with all countries to the east of the Cape of Good Hope. Corporations at this time would essentially act on the government's behalf, bringing in revenue from its exploits abroad. Subsequently the Company became increasingly integrated with British military and colonial policy, just as most UK corporations were essentially dependent on the British navy's ability to control trade routes on the high seas. A similar chartered company, the South Sea Company, was established in 1711 to trade in the Spanish South American colonies, but met with less success. The South Sea Company's monopoly rights were supposedly backed by the Treaty of Utrecht, signed in 1713 as a settlement following the War of Spanish Succession, which gave the United Kingdom an ''assiento'' to trade, and to sell slaves in the region for thirty years. In fact the Spanish remained hostile and let only one ship a year enter. Unaware of the problems, investors in the UK, enticed by company promoters' extravagant promises of profit, bought thousands of shares. By 1717, the South Sea Company was so wealthy (still having done no real business) that it assumed the public debt of the UK government. This accelerated the inflation of the share price further, as did the Royal Exchange and London Assurance Corporation Act 1719, which (possibly with the motive of protecting the South Sea Company from competition) prohibited the establishment of any companies without a Royal Charter. The share price rose so rapidly that people began buying shares merely in order to sell them at a higher price. By inflating demand this in turn led to higher share prices. The "South Sea bubble" was the first speculative bubble the country had seen, but by the end of 1720, the bubble had "burst", and the share price sank from £1000 to under £100. As bankruptcies and recriminations ricocheted through government and high society, the mood against corporations, and errant directors, was bitter. Even in 1776, Adam Smith wrote in the ''Wealth of Nations'' that mass corporate activity could not match private entrepreneurship, because people in charge of others' money would not exercise as much care as they would with their own.〔A Smith, ''An Inquiry into the Nature and Causes of the Wealth of Nations'' (1776) (Book V, ch 1, para 107 )〕 The Bubble Act 1720's prohibition on establishing companies remained in force until 1825. By this point the Industrial Revolution had gathered pace, pressing for legal change to facilitate business activity. Restrictions were gradually lifted on ordinary people incorporating,〔See the Bubble Companies, etc. Act 1825, 6 Geo 4, c 91〕 though businesses such as those chronicled by Charles Dickens in ''Martin Chuzzlewit'' under primitive companies legislation were often scams. Without cohesive regulation, undercapitalised ventures like the proverbial "Anglo-Bengalee Disinterested Loan and Life Assurance Company" promised no hope of success, except for richly remunerated promoters.〔See C Dickens, ''Martin Chuzzlewit'' (1843) ch 27, "‘The secretary’s salary, David,’ said Mr Montague, ‘the office being now established, is eight hundred pounds per annum, with his house–rent, coals, and candles free. His five–and–twenty shares he holds, of course. Is that enough?’ David smiled and nodded, and coughed behind a little locked portfolio which he carried; with an air that proclaimed him to be the secretary in question. ‘If that’s enough,’ said Montague, ‘I will propose it at the Board to–day, in my capacity as chairman.’ The secretary smiled again; laughed, indeed, this time; and said, rubbing his nose slily with one end of the portfolio: ‘It was a capital thought, wasn’t it?’ ‘What was a capital thought, David?’ Mr Montague inquired. ‘The Anglo–Bengalee,’ tittered the secretary. ‘The Anglo–Bengalee Disinterested Loan and Life Assurance Company is rather a capital concern, I hope, David,’ said Montague. ‘Capital indeed!’ cried the secretary, with another laugh —’ in one sense.’ ‘In the only important one,’ observed the chairman; ‘which is number one, David.’ ‘What,’ asked the secretary, bursting into another laugh, ‘what will be the paid up capital, according to the next prospectus?’ ‘A figure of two, and as many oughts after it as the printer can get into the same line,’ replied his friend. ‘Ha, ha!’ At this they both laughed; the secretary so vehemently, that in kicking up his feet, he kicked the apron open, and nearly started Cauliflower’s brother into an oyster shop; not to mention Mr Bailey’s receiving such a sudden swing, that he held on for a moment quite a young Fame, by one strap and no legs."〕 Then in 1843, William Gladstone took chairmanship of a Parliamentary Committee on Joint Stock Companies, which led to the Joint Stock Companies Act 1844.〔Report of the Parliamentary Committee on Joint Stock Companies (1844) British Parliamentary Papers vol VII〕 For the first time it was possible for ordinary people through a simple registration procedure to incorporate. The advantage of establishing a company as a separate legal person was mainly administrative, as a unified entity under which the rights and duties of all investors and managers could be channeled. The most important development came through the Limited Liability Act 1855, which allowed investors to limit their liability in the event of business failure to the amount they invested in the company. These two features - a simple registration procedure and limited liability - were subsequently codified in the world's first modern company law, the Joint Stock Companies Act 1856. A series of Companies Acts up to the present Companies Act 2006 have essentially retained the same fundamental features. Over the 20th century, companies in the UK became the dominant organisational form of economic activity, which raised concerns about how accountable those who controlled companies were to those who invested in them. The first reforms following the Great Depression, in the Companies Act 1948, ensured that directors could be removed by shareholders with a simple majority vote. In 1977, the government's Bullock Report proposed reform to allow employees to participate in selecting the board of directors, as was happening across Europe, exemplified by the German Codetermination Act 1976. However the UK never implemented the reforms, and from 1979 the debate shifted. Although making directors more accountable to employees was delayed, the Cork Report led to stiffer sanctions in the Insolvency Act 1986 and the Company Directors Disqualification Act 1986 against directors who negligently ran companies at a loss. Through the 1990s the focus in corporate governance turned toward internal control mechanisms, such as auditing, separation of the chief executive position from the chair, and remuneration committees as an attempt to place some check on excessive executive pay. These rules applicable to listed companies, now found in the UK Corporate Governance Code, have been complemented by principles based regulation of institutional investors' activity in company affairs. At the same time, the UK's integration in the European Union meant a steadily growing body of EU Company Law Directives and case law to harmonise company law within the internal market.〔e.g. Case C-212/97 ''Centros Ltd v Erhvervs-og Selskabsstryrelsen'' () 2 CMLR 551 and Case C-167/01 ''Kamer van Koophandel en Fabrieken voor Amsterdam v Inspire Art Ltd'' () ECR I-10155〕 抄文引用元・出典: フリー百科事典『 ウィキペディア（Wikipedia）』 ■ウィキペディアで「United Kingdom company law」の詳細全文を読む スポンサード リンク
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