Preface

Summary

This book seeks to provide an overview of the system of corporate reporting in company law. Disclosure is fundamental to company law and requirements for disclosure exist at many levels. As an evolving process the disclosure regime changes to reflect new developments in business activity. However, many problems exist in the disclosure regime, partly because it fails to keep pace with the speed of changes in business and partly because its character is shaped by the traditional, shareholder-centred legal model of the company. The introduction of the operating and financial review attempted to resolve some of the problems identified in the disclosure system, but in this book I seek to argue that the OFR would not have been a sufficiently radical development. The recent repeal of the OFR by the Chancellor of the Exchequer, Gordon Brown, perhaps demonstrates the inadequacy of the Regulation before it came into effect.

Most company law textbooks consider disclosure rules as part of their general discussion of the company law regime. Disclosure usually also takes a central position in discussions of corporate governance. Increasingly there is recognition in the company law debates of the importance of disclosure. In this book I therefore attempt to bring together the various aspects of disclosure and corporate reporting and to provide an overall assessment of the regime. Of course it must be understood within its company law context and as part of the commercial environment in which it occurs.