To understand Company Law thoroughly

Lectures on Company Law by Mohammad Towhidul Islam, PhD is the amalgamation of his lecture notes which he had prepared in the course of his teaching the subject during the early years of his career. The book has been published in 2019 by the Centre for Human Rights and Legal Research – Bangladesh. Mohammad Towhidul Islam, is a Professor at the Department of Law, University of Dhaka, best known for his book Land Law: Texts, Cases and Materials, and as a leading authority on intellectual property law in Bangladesh.

Company law is a very important subject – be it for law students or business students. Despite its importance, due to the short span of time in a semester, the subject cannot be taught in detail. Additionally, as the author points out, the Companies Act, 1994 is one of the longest statutes and there is a huge amount of judicial and regulatory development that come with it. Therefore, a book was required which would provide an overall idea of company law in detail to the students.

The book covers the major areas of law relating to corporate and non-corporate organisations. It also covers the areas with regard to lifting the corporate veil and minority protection. The chapters are designed in such a way that each chapter includes an introductory history and theory, practical issues, and procedure, along with perspectives of the author as well as a practitioner. The chapters conclude with best practices and questions which would further enable discussions amongst the readers. Although the targeted audience for the book is law and business students, the author has taken the assistance of several prominent practitioners and judges whose ideas have also complemented the book. The book also makes great use of internationally authored books on the subject-matter thus making it an ideal textbook for the subject.

The book is divided into seven parts and twenty-six chapters. Part one containing two chapters puts forward an introduction of company law and development of company legislation from England down to the period of the British Raj in the Subcontinent, the Pakistan period and post-independent Bangladesh. Part two provides an idea of corporate and non-corporate organisation. Part three discusses pre-registration activities and registration activities of a company. It also discusses the memorandum of association and articles of association along with the effects of registration of company focusing on the lifting of corporate veil. Part three ends with a chapter discussing the methods of conversion of companies.

The book in part four talks of company officers and their decision-making powers, company members, company directors, and company meetings. This part also talks of corporate social responsibility and its legal regime in the country. In part five, the concept of prospectus, share capital, debentures and company charges are discussed at length. Additionally, the concept of insider trading is discussed with laws of Bangladesh, India and the USA. Part six talks about external administration, reporting and disclosure, amalgamation and winding up. It also has a chapter dedicated on arbitration and compromise. The topics of part seven deal with the overall concept of company law. Chapter 25 discusses the Law of Partnerships and the last chapter discusses the Law of Banking Companies.

The reviewer is student of law, University of Dhaka.