‘Company Law’ stands tall as magnum opus on subject

Wednesday, 3 December 2014 00:00 - - {{hitsCtrl.values.hits}}

Dr. Harsha Cabral (Ph.D Canberra) It is with great pleasure that I review the book on Company Law authored by President’s Counsel K. Kanag-Isvaran and Attorney-at-Law Dilshani Wijayawardana.

Company Law book cover

The book, which contains 25 parts and 80 chapters, covers the entire rubric of company law in Sri Lanka in meticulous detail. Writing a textbook about the major principles in any field of law is a daunting task. This is certainly true of Sri Lankan Corporate Law, a field which has undergone dramatic growth and change from 1860. The truth is reflected in the size of this book. My guru Kanag-Isvaran, with a proven track record for the last 48 years of being a giant in corporate litigation in Sri Lanka with his vast knowledge and experience gathered over the years coupled with precision research on the subject, has, with the contribution of his able and competent Junior, Dilshani Wijayawardana, produced this locus classicus. In many a jurisdiction, a large number of books are written on the subject once a new law has been introduced. Unfortunately, in Sri Lanka only a few are available pursuant to the introduction of the Companies Act No. 7 of 2007. This book stands tall among the few books that are published on the subject matter. Company Law in a nutshell is the lifecycle of a corporate body from its birth to death. The authors of the book have captured this in the preface when they say, “… The book deals with the living law for living companies, in sickness and in health till winding up does them apart.” The book takes a fresh approach to the field of Company Law in Sri Lanka and in identifying the key theoretical and contextual concerns, which arise in this area. It seeks to provide a comprehensive analysis of the large body of law, which has emerged in Sri Lanka, with the birth of the Companies Act No. 7 of 2007. The order of treatment flows from the birth, life and death of a company vis-à-vis the statute, with ample research on the same, from not only Sri Lanka but also from jurisdictions such as New Zealand, Australia, Canada, England and even India. The several chapters flow in perfect harmony. Chapter 7 on Corporate Governance is a definite bonus to the reader as it deals with the birth and growth of Corporate Governance in Sri Lanka in the backdrop of developed jurisdictions, in addition to the provisions of the Companies Act visited in the other chapters. The book adopts plain English in a readily understandable writing style with clarity. The several chapters that deal with the concepts of Corporate Law are explained simply, integrating case law and relevant provisions of the Act. The extracted cases are included for their importance, as illustrations of particular principles or because they contain clear judicial expressions of the law. The additional benefit Kanag-Isvaran has had as an architect of the Companies Act No. 7 of 2007 is amply demonstrated with the frequent references made throughout the book to the new provisions in the Act and other new developments in the law. This will enable the reader to appreciate the new provisions of the law namely Director’s duties, Major transactions, Derivative actions, Minority buy out rights, solvency test, company disputes boards and sui generis procedures, etc. Indeed the 80 chapters of the book are so arranged to reflect Company Law in Sri Lanka in its entirety. It is indeed a masterpiece on the Company Law of Sri Lanka which every lawyer, accountant, company director, shareholder or member of a company, creditor, lending institution, Company Secretary, law student, accountancy student, management student and the corporate community at large should invest in. I congratulate Mr. K. Kanag-Isvaran and Ms. Dilshani Wijayawardana in producing this valuable piece of literature on the Company Law of Sri Lanka.