Company Directors

Auteur
Mark Arnold KC read law at Downing College, Cambridge and was called to the Bar by Middle Temple in 1988. Upon completion of pupillage, he joined South Square, from which he has practised ever since, specialising in company, insolvency and restructuring law. He took silk in 2013 and served as joint Head of Chambers 2017-2022. Simon Mortimore KC is a barrister at South Square Chambers in London, specializing in corporate, insolvency, banking, and commercial law. He specialises in domestic and cross-border restructuring and insolvency, banking and finance and company law, particularly offshore.

Texte du rabat

This is the fourth edition of the established authority on company directors comprehensively covering directors' duties and liabilities, and associated remedies.

Résumé
Now in its fourth edition, this leading and comprehensive work focuses entirely on company directors, their duties and responsibilities, their liabilities when things go wrong, and the remedies to put things right. It does so by capturing in one place commentary and analysis of the law relating to company directors, most notably the Companies Act itself and the constantly maturing common law rules and equitable principles, but also the law relating to insolvency, insurance, pensions, taxation, financial services, disqualification and crime. The latest edition incorporates legislative developments, such as the Corporate Insolvency and Governance Act 2020, which amended the Companies Act 2006. The book also analyses recent case law developments relating to company directors from the Supreme Court including; Burnden Holdings (UK) Ltd v Fielding, Singularis Holdings Ltd v Daiwa Capital Markets, Aquila Advisory Ltd v Faichney, Lau v Chu, Kathryn Ma Wai Fong v Wong Kie Yik, Hung v JF Ming Inc, Marex Financial Ltd v Sevilleja, Children's Investment Fund Foundation (UK) v Attorney General, and BTI 2014 LLC v Sequana SA. This complete reference work, written by practitioners with acknowledged expertise in this field, is an essential reference source for all serious corporate lawyers and scholars.

Contenu

• 1: Historical Introduction to the Law Relating to the Duties and Liabilities of Directors

• 2: The Current Legal Framework Relating to Directors

• 3: Directors and other Officers: Requirement and Definitions

• 4: Directors' Powers and Responsibilities

• 5: Directors' Decision Making and Delegation

• 6: Appointment of Directors

• 7: Termination of Appointment of Directors

• 8: Directors' Terms of Services

• 9: Taxation of Directors' Earnings and Benefits

• 10: General Duties of Directors

• 11: Duty to Act within Powers

• 12: Duty to Promote the Success of the Company

• 13: Duty to Exercise Independent Judgement

• 14: Duty to Exercise Reasonable Care, Skill, and Due Diligence

• 15: Duty to Avoid Conflicts of Interest

• 16: Duty Not to Accept Benefits from Third Parties

• 17: Duty to Declare Interest in Transaction or Arrangement

• 18: Transactions with Directors Requiring Approval of Members

• 19: The Company's Remedies for Breach of Directors' General Duties

• 20: Directors' Liabilities: Exemption, Indeminification, and Ratification

• 21: Directors' Liabilities: Provision

• 22: Members' Personal and Derivative Claims

• 23: Members' Unfair Prejudice Claims and Winding-Up Petitions

• 24: Liabilities of Directors to Third Parties

• 25: Decision-Making by Members

• 26: Accounting Records and Disclosure Requirements

• 27: Capital and Distributions

• 28: Reorganizations and Takeovers

• 29: Pension Schemes

• 30: The Regulatory Liability of Directors

• 31: Disqualification Proceedings

• 32: Civil Penalties for Market Abuse

• 33: Directors' Functions and Duties in Insolvency Proceedings

• 34: Directors' Liabilities in Insolvency Proceedings

• 35: Criminal Liability of Directors

• 36: Duties and Liabilities of Directors of Foreign Companies