Foreword

• Author: Suzanne Ffolkes Goldson
• Profession: Attorney-at-Law and Senior Lecturer in the Faculty of Law at The University of the West Indies, Mona
• Pages: 27-29

Foreword

e corporate structure has shown great resilience over many years as the

preferred vehicle of organisation for doing business, whether large or small. In Britain,

in a White Paper on Company Law Reform presented to Parliament in March 2005

(in the run-up to the enactment of the Companies Act 2006), the Department of

Trade and Industry emphasised the central importance of an eective framework of

company law and corporate governance to a modern economy:

A genuinely modern and eective framework can promote enterprise, enhance

competitiveness and stimulate investment. Conversely, an ineective or outmoded

framework can inhibit productivity and growth and undermine investor condence.

is statement reected the growing consensus around the idea that the actual

content of company law, which was long regarded, as Professor Paul Davies observed

(in Introduction to Company Law, 2nd edn, 2), as ‘a vast catalogue of unrelated and

tedious rules’, has a signicance that goes beyond the interests of shareholders, directors

and their lawyers. It is in fact a key component in the ongoing struggle throughout

the world to promote improved economic performance by countries and their citizens.

Eorts to modernise companies legislation in the Commonwealth Caribbean,

though still not yielding results as widespread as may have been hoped for in the

heady days following the Caribbean Law Institute’s draft uniform bill in 1991, have

seen signicant forward steps in the last 35 years. Notably, there have been thoroughly

revised Companies Acts in Barbados (1985), Trinidad & Tobago (1995), Saint

Christopher & Nevis (1996) and Jamaica (2004). In the case of Jamaica, Suzanne

Ffolkes Goldson’s illuminating exposition, the rst of its kind, of the core features of

the Companies Act 2004 provides the added benet of very helpful cross-referencing

to statutory provisions and judicial decisions from the other regional jurisdictions.

Equally helpfully, this study is set against the backdrop of the 1985 Canada Business

Corporations Act, to which, as Ffolkes Goldson explains, the modern regional eorts

all owe debts of origin, albeit to varying degrees.

e book’s main areas of focus are the mode and consequences of incorporation,

corporate nance, corporate management, complainants’ remedies, and winding up,

both solvent and insolvent. Appreciable departures from longstanding orthodoxies are

noted and discussed in depth in relation to the rst three of these areas. First, as regards

incorporation, there are the formation of one person companies; the simplication

of incorporation procedures; the bringing of the rules governing pre-incorporation

transactions more closely in line with modern business realities; the farewell to the

long outmoded doctrine of ultra vires; and the abolition of the doctrine of constructive