Company Directors Duties, Liabilities, and Remedies

by Mortimore, Simon

• ISBN13: 9780199645312
• ISBN10: 0199645310
• Edition: 2nd
• Format: Hardcover
• Copyright: 2013-03-14
• Publisher: Oxford University Press

Summary

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[2011] andRe Neath Rugby Ltd (No 2), Hawkes v Cuddy (No 2)[2010] 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