Mark Dunlop, DUNLOP ON JERSEY COMPANY LAW Oxford: Key Haven Publications (www.khpplc.co.uk), 2010. xxxix + 669 pp. ISBN 9781901614404. £195.

Pages288-289
AuthorRebecca MacLeod
DOI10.3366/elr.2012.0110
Published date01 May 2012
Date01 May 2012

Recently, there has been a flurry of legal publications in the water between England and France. From the jurisdictions of the Channel Islands have emerged the Jersey and Guernsey Law Review (which began in 1997 as the Jersey Law Review), Gordon Dawes’ Laws of Guernsey (2003), and Anthony Dessain and Michael Wilkins’ Jersey Insolvency and Asset Tracking (2006), to name but a few. Publication of the first edition of Dunlop on Jersey Company Law continues this trend.

Dunlop is the first book to provide a full account of modern Jersey company law. The principal statute is the Companies (Jersey) Law, 1991, which bears “many similarities to the UK Companies Act 1985”. This similitude is underlined by the reference made to English company legislation and cases throughout the book, which authorities provide shape and substance to the law where local authorities are sparse. Much of the law, therefore, is familiar, but Jersey customary law at times adds a flavour of the exotic.

The introduction establishes the focus of the book on “pure” company law, rather than dealing with the regulatory laws which arise from Jersey's status as a tax haven (although chapter three outlines taxation of Jersey companies). Chapter one provides a brief overview of Jersey's constitutional history, court system, and the nature of the doctrine of precedent. What follows is a comprehensive guide to an area at the heart of commercial practice, providing detailed commentary on the legislation, including any relevant customary law and cases.

The main part of the book begins, logically enough, with chapters on the various types of Jersey company and incorporation. Taxation of companies in Jersey is also covered at this stage. Recent changes have been made to this area: instead of exemption there is either a 0% or a 10% rate, which system is designed to comply with EU standards. (Although the Channel Islands are not part of the EU, their legislation increasingly follows EU practice, for commercial reasons.)

Chapters two to eleven broadly follow parts two to twelve of the Companies (Jersey) Law, 1991 and cover a comparison of private and public companies, capacity and authority, shares, prospectuses, share capital, maintenance of capital, and share classification. Some general civil law is also covered as appropriate, such as the brief discussion in chapter eight of remedies for misleading...

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