Smith & Keenan's Company Law

Citation

Wild, C., & Weinstein, S. (2026). Smith & Keenan's Company Law (19th ed.). Pearson Education.

Chapter Summary

Smith & Keenan's is a long-running student text, now in its nineteenth edition (May 2026), written by Charles Wild and Stuart Weinstein; catalogue data also credit Kenneth Smith, one of the original authors whose name the title carries. The publisher describes it as a companion for anyone studying company law that gives straightforward, accessible coverage of the key legal principles, with up-to-date examples and cases, detailed case summaries, discussion of academic opinion and prompts to apply the principles to exam-style questions. The new edition has seventeen chapters, against twenty-four in the eighteenth edition (2019); some subjects that had chapters of their own in 2019, such as partnerships and limited liability partnerships, the memorandum of association, and company flotations and insider dealing, no longer appear among the chapter titles.

Chapters 1–3: Introduction to company law; Promotion, incorporation and registration; Limited liability, corporate personality and the corporate veil

The opening chapters cover what a company is and how it comes into being: promoters, incorporation and registration, and then the two defining consequences of incorporation, limited liability and separate corporate personality, together with the circumstances in which the courts look behind the corporate veil.

Chapter 4: The articles of association

The company's constitution is treated through the articles of association, the document that sets out the internal rules binding the company and its members.

Chapters 5–8: Directors and corporate management; Directors' duties; Removal of directors, disqualification and the personal liability of directors; Corporate governance and codes of conduct

Four chapters deal with the people who run the company: how directors manage it, the duties they owe, how they can be removed or disqualified and when they become personally liable, and the codes of conduct that make up corporate governance.

Chapters 9–11: Share capital, class rights and resolutions; Payment and transfer of shares; Capital maintenance and distributions

The share capital chapters combine shares and class rights with the resolutions by which members take decisions, then cover paying for and transferring shares, and finally the rules that protect the company's capital and govern distributions to members.

Chapter 12: Debentures and charges

Loan capital is covered in a single chapter on debentures and the charges that secure them.

Chapters 13–14: The statutory derivative action; Unfair prejudice and minority protection

Two chapters cover the remedies of shareholders: the statutory derivative action, by which a member may sue on the company's behalf, and the unfair prejudice remedy and other protections for minority shareholders.

Chapters 15–17: Corporate failure and corporate rescue; Administration of a company; Liquidation and the distribution of assets

The book ends with insolvency: corporate failure and rescue, administration, and liquidation with the distribution of the company's assets.

Key Concepts

Formation and personality (Chapters 1–4)

• Incorporation and registration: how a company is formed, including the role of promoters.
• Separate legal personality and limited liability: the company as a person distinct from its members, whose liability is limited.
• The corporate veil: the exceptional cases in which courts disregard the separation between company and members.
• Articles of association: the company's internal constitution.

Management and governance (Chapters 5–8)

• Directors' duties: the obligations directors owe to the company.
• Disqualification and personal liability: the consequences for directors who misconduct the company's affairs.
• Corporate governance codes: non-statutory standards for how companies are run.

Capital, remedies and insolvency (Chapters 9–17)

• Class rights and resolutions: the rights attached to classes of shares and the ways members decide.
• Capital maintenance: rules restricting the return of capital and the making of distributions.
• Debentures and charges: borrowing and its security.
• Derivative action and unfair prejudice: the main routes by which shareholders can seek redress.
• Administration and liquidation: rescue procedures and the winding up of a failed company.

Critical Analysis

Strengths

• A clear statement of the rules. The publisher emphasises straightforward coverage of the key principles, written by experienced lecturers, which suits students meeting company law for the first time or studying it within a business degree.
• Learning support. Detailed case summaries, discussion of academic opinion and exam-style application prompts are the features the publisher highlights; the previous edition also offered extensive further reading suggestions.
• A compact structure. Seventeen chapters move in a clear sequence from formation through management, capital and shareholder remedies to insolvency.
• Insolvency included. Three chapters on rescue, administration and liquidation mean the book follows a company through to the end of its life, so a single text covers both corporate law and the basics of corporate insolvency.

Limitations

• Narrower contents than before. Compared with the 2019 edition, chapters on partnerships and LLPs, the memorandum of association, company contracts, meetings, and flotations and insider dealing no longer appear as separate chapter titles. The new contents do not show whether that material has been folded into other chapters or dropped; students whose course covers partnerships or capital markets should check before relying on the book.
• Rule-focused rather than theoretical. The emphasis on principles, cases and application leaves the theory of the company and corporate governance debates to other sources.
• UK law. The book covers UK company law and will need supplementing for other jurisdictions.

Where It Fits in the Course

Smith & Keenan's is one of two introductory texts on this course list. Dignam and Lowry's Company Law, in OUP's Core Text series, is a concise introduction that explains the main rules of the Companies Act 2006 and the case law around it in compact form. Students can use either as the main text; it is worth reading the same topic (for example, directors' duties or the corporate veil) in both, and choosing the one whose style suits.

The other books take the subject further. Vanessa Finch and colleagues' Corporate Insolvency Law: Perspectives and Principles is an advanced analysis of insolvency law and the natural next step after Chapters 15–17. Eva Micheler's Company Law: A Real Entity Theory examines company law through a theory of the company as a real entity, and is best read after Chapters 1–8 have given the doctrinal background. Goode and McKendrick on Commercial Law covers the wider commercial law of sales, payment, secured transactions and insolvency, and complements Chapter 12 on debentures and charges.

How to Use This Book

The book suits law undergraduates on a first company law module, business, accounting and management students whose programmes include company law, and students on professional and conversion courses. No prior company law is needed; a basic course in contract law or the English legal system helps.

A practical plan:

• Start with Chapters 1–3: separate personality, limited liability and the corporate veil are the foundation for everything that follows.
• Follow the module: read the directors chapters (5–8) together, since duties, removal and governance are closely linked; read Chapters 9–11 as a block on capital; and pair Chapters 13–14 on shareholder remedies with the directors' duties material, since the remedies are usually used against directors.
• Use the features: work through the case summaries with the full judgments for the leading cases, and attempt the exam-style prompts in writing.
• Fill gaps: if the course covers partnerships, LLPs, meetings or insider dealing, find out where (if anywhere) the nineteenth edition treats them, and use another text for those topics.
• Go further: for essays on governance or corporate theory, move to journal articles and the more advanced books on the list.