Company Directors Duties, Liabilities, and Remedies

This is a new edition of the established authority on the law relating to directors of companies incorporated under the UK Companies Acts.

The new edition features all important developments in the law including the Small Business, Enterprise and Employment Act 2015 which improves transparency (including requiring directors to be natural persons unless exceptions apply), simplifies company filing requirements, clarifies the application of general duties to shadow directors, modernises directors' disqualification and reforms insolvency law to facilitate proceedings where there has been wrongdoing. There has been a wealth of new case law relevant to directors' duties before the English courts, all of which are analysed and explained, including the Supreme Court decisions in Prest v Petrodel Resources, Jetivia v Bilta (UK), FHR European Ventures v Cedar Capital Partners and Eclairs Group v JKX Oil & Gas, the Court of Appeal decisions in Smithton Ltd v Naggar and Newcastle International Airport v Eversheds as well as the important High Court decisions in Universal Project Management Services v Fort Gilkicker, Madoff Securities International v Raven and the wrongful trading case, Re Ralls Builders. Non-UK cases are also analysed including Weavering Macro Fixed Income Fund Ltd v Peterson in the Cayman Islands' Court of Appeal and the 2016 decision of the Hong Kong Court of Final Appeal Chen v Jason.

In keeping with developments in case law and legislation the book now includes expanded coverage of multiple derivatives claims, directors' exposure to third party claims and a new chapter on civil remedies for market abuse.

The third edition is a complete reference work on the law relating to company directors and is the first port of call for all serious corporate lawyers and scholars on this subject.

Simon Mortimore QC, Barrister, South Square

Simon Mortimore QC is a barrister at 3-4 South Square 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.

I. INTRODUCTION
1. Historical Introduction to the Law Relating to the Duties and Liabilities of Directors, Simon Mortimore QC
2. The Current Legal Framework Relating to Directors, Simon Mortimore QC
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, Thomas Chacko
III. THE GENERAL DUTIES OF DIRECTORS
10. General Duties of Directors, Mark Arnold QC
11. Duty to Act with Powers, Marcus Haywood
12. Duty to Promote the Success of the Company, Mark Arnold QC and Marcus Haywood
13. The Duty to Exercise Independent Judgment, Marcus Haywood
14. The Duty to Exercise Reasonable Care, Skill, and Diligence, Mark Arnold QC
15. Duties to Avoid Conflicts of Interest, Mark Arnold QC and Marcus Haywood
16. Duty not to Accept Benefits from Third Parties, Marcus Haywood
17. Duty to Declare Interest in Transaction or Arrangement, Lloyd Tamlyn and Marcus Haywood
18. Transactions with Directors Requiring Approval of Members, Lloyd Tamlyn
IV. DIRECTORS' PARTICULAR FUNCTIONS AND DUTIES
19. The Company's Remedies for Breach of Directors' General Duties, Antony Zacaroli QC
20. Directors' Liabilities: Exemption, Indemnification, and Ratification, Blair Leahy and Andrew Feld
21. Directors Liabilities: Provision of Insurance, Stuart Hill
22. Members' Personal and Derivative Claims, Georgina Peters
23. Members Unfair Prejudice Claims and Winding-up Petitions, Adam Al-Attar
24. Liabilities of Directors to Third Parties, Lexa Hilliard QC
V. DIRECTORS' PARTICULAR FUNCTIONS AND DUTIES
25. Decision-making by Members, Hannah Thornley
26. Accounting Records and Disclosure Requirements, Stephen Robins
27. Capital and Distributions, Stephen Robins
28. Reorganizations and Takeovers, Tom Smith QC
29. Pension Schemes, Henry Legge QC
VI. PUBLIC INTEREST AND INSOLVENCY PROCEEDINGS
30. Investigations and Public Interest Winding-up Petitions, Glen Davis QC
31. Disqualification Proceedings, Robert Amey
32. Civil Penalties for Market Abuse, Glen Davis QC and Robert Amey
33. Directors' Functions and Duties in Insolvency Proceedings, Charlotte Cooke
34. Directors' Liabilities in Insolvency Proceedings, Charlotte Cooke
35. Criminal Liability of Directors, Clare Sibson QC
VI. DIRECTORS OF FOREIGN COMPANIES
36. Duties and Liabilities of Directors of Foreign Companies, Tom Smith QC