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The second edition of this highly acclaimed standard reference work on company directors provides analysis of the many important cases which have materially changed the law and provides an update on the myriad of subordinate legislation passed since first publication. Crucially, this new edition also includes more depth of analysis on dynamic areas and has been expanded to cover additional topics. Extensive rewriting of chapters on derivative claims, unfair prejudice, and reorganizations take into account new judgments such asLesini v Westrip Holdings Ltd andRe Neath Rugby Ltd (No 2), Hawkes v Cuddy (No 2) in which the Court of Appeal partly reversed a decision discussed in the first edition. New to this edition are additional sections on attribution, directors' liabilities to third parties, and the interpretation of a company's constitution. For the first time the book includes a chapter dedicated to tax law specific to directors recognizing this as a specialist and important area. The chapter on criminal liability analyses the broad changes which will be made to the law on corruption by the Bribery Act 2010 when the Act comes into force. This new edition is a complete reference on the law relating to company directors and is the first port of call for all serious corporate lawyers and scholars on this subject.
Table of Contents
PART I: Introduction 1. The Current Legal Framework Relating to Directors, Simon Mortimore QC 2. Historical Introduction to the Law Relating to the Duties and Liabilities of Directors, Simon Mortimore QC PART II: The Office of Director 3. Directors and Other Officers; Requirement and Definitions, Adam Goodison 4. Directors' Powers and Responsibilities, Adam Goodison 5. Directors' Decision-Making and Delegation, William Willson 6. Appointment of Directors, Martin Griffiths QC 7. Termination of Appointment of Directors, Edward Brown 8. Directors' Term of Service, Edward Brown 9. Directors and Tax, Tom Chacko PART III: The General Duties of Directors 10. General Duties of Directors, Mark Arnold 11. Duty to Act with Powers, Marcus Haywood 12. Duty to Promote the Success of the Company, Mark Arnold and Marcus Haywood 13. The Duty to Exercise Independent Judgment, Marcus Haywood 14. The Duty to Exercise Reasonable Care, Skill , and Diligence, Mark Arnold 15. Duties to Avoid Conflicts of Interest and not to Accept Benefits from Third Parties, Mark Arnold and Marcus Haywood 16. Duty to Declare Interest in Proposed Transaction or Arrangement, Marcus Haywood 17. Declaration of Interest in Exisiting Transaction or Arrangement, Lloyd Tamlyn 18. Transactions with Directors Requiring Approval of Members, Lloyd Tamlyn PART IV: Liabilities of Directors 19. The Company's Remedies for Breach of Directors' General Duties, Antony Zacaroli QC 20. Directors' Liabilities: Exemption, Indemnification, and Ratification, Blair Leahy 21. Directors Liabilities: Provision of Insurance, Stuart Hill and Cary Kochberg 22. Members' Personal and Derivative Claims, Georgina Peters 23. Members Unfair Prejudice Claims and Winding-up Petitions, Simon Mortimore QC 24. Liabilities of Directors to Third Parties, Lexa Hilliard QC PART V: Directors' Particular Functions and Duties 25. Decision-making by Members, Hannah Thornley 26. Accounting Records, Reports, and Audits, Stephen Robins 27. Capital and Distributions, Stephen Robins 28. Reorganizations and Takeovers, Tom Smith 29. Pension Schemes, Henry Legge PART VI: Public Interest and Insolvency Proceedings 30. Investigations and Public Interest Winding-up Petitions, Glen Davis QC 31. Disqualification Proceedings, Adam Al-Attar 32. Directors' Functions and Duties in Insolvency Proceedings, Simon Mortimore QC and Charlotte Cooke 33. Directors' Liabilities in Insolvency Proceedings, Simon Mortimore QC and Charlotte Cooke 34. Criminal Liability of Directors, Claire Sibson PART VII: Directors of Foreign Companies 35. Duties and Liabilities of Directors of Foreign Companies, Tom Smith