Disclosure of information by companies as an aspect of investor/creditor protection
Company law has made a major contribution to the industrial and economic development of capitalist countries. This thesis seeks to explore an important aspect at the heart of UK company law - disclosure of information by limited liability companies. The importance of disclosure lies in the fact that since the early days of the formation of joint stock companies, law makers have relied on disclosure as a means of protecting investors, creditors and others persons dealing with a company. This thesis examines disclosure of information in some chosen areas in UK company law. In each of the chosen areas the thesis examines the reasons why companies are required to disclose information to investors, creditors, employees and, to some extent, members of the public. It makes a brief summary of the information required to be disclosed in each area. It then goes on to make an assessment of the usefulness and effectiveness of the disclosure requirements and policies. Problem areas are identified and possible solutions are noted. The work is divided into five chapters. Chapter One is a general discourse of the various arguments for and against disclosure of information to various users of information. The other chapters discuss disclosure in relation to each chosen area. Chapter Two concerns public documents of limited companies. It examines the significance of disclosure of information in public documents in the light of the abolition of the ultra vires doctrine and the doctrine of constructive notice. Chapter Three deals with accounts. The reasons for financial reporting and some problems relating to financial reporting are at the heart of this chapter. Chapter Four examines directors' fiduciary duties. The reasons for imposing fiduciary duties on directors, problems faced by shareholders in monitoring company management and insider dealing are discussed. Chapter Five concerns takeovers. The importance of disclosure of information in a takeover and the measures taken by the City Panel on Takeovers and Mergers to protect shareholders of the target company are the basis of this chapter. Finally, the thesis ends with a General Conclusion which brings together the conclusions drawn from each chapter.