Company Law

Company Directors Duties, Liabilities and Remedies

By Simon Mortimore
Oxford University Press February 2009

Specifications

ISBN-13
9780199217786
Publisher
Oxford University Press
Publication
February 2009
Format
Hardback , 1440 pages
Jurisdiction
U.K. ? Countri(es) for reference only

Details

  • Up to date commentary written from the perspective of the Companies Act 2006
  • Detailed coverage of all duties required of directors with advice on how to minimise the risk of litigation
  • 2overage of specialist topics such as director's liability to third parties and in the event of insolvency
  • Expert barrister and solicitor author team

This is the first work specialising in directors' duties and liabilities to be written from the perspective of the Companies Act 2006. It focuses on issues of present day practical importance.



The work covers all issues relating to directors from the requirement to have directors and their functions through to a discussion on their appointment and removal. The newly formulated directors' duties are discussed in detail.

 

Table of Contents

PART I: INTRODUCTION
1: Simon Mortimore QC: The Current Legal Framework Relating to Directors
2: Simon Mortimore QC: Historical Introduction to the Law Relating to the Duties and Liabilities of Directors
PART II: THE OFFICE OF DIRECTOR
3: Adam Goodison: Directors and Other Officers; Requirement and Definitions
4: Adam Goodison: Directors' Powers and Responsibilities
5: Adam Goodison, William Willson: Directors' Decision Making and Delegation
6: Martin Griffiths QC: Appointment of Directors
7: Edward Brown: Termination of Appointment of Directors
8: Edward Brown: Directors' Terms of Service
PART III: THE GENERAL DUTIES OF DIRECTORS
9: Mark Arnold: General Duties of Directors
10: Marcus Haywood: Duty to Act within Powers
11: Mark Arnold, Marcus Haywood: Duty to Promote the Success of the Company
12: Marcus Haywood: Duty to Exercise Independent Judgement
13: Mark Arnold: Duty to Exercise Reasonable Care, Skill, and Diligence
14: Mark Arnold, Marcus Haywood: Duties to Avoid Conflicts of Interest and Not to Accept Benefits from Third Parties
15: Marcus Haywood: Duty to Declare Interest in Proposed Transaction or Arrangement
16: Antony Zacaroli: The Company's Remedies for Breach of Directors' General Duties
17: Antony Zacaroli: Declaration of Interest in Existing Transaction or Arrangement
18: Lloyd Tamlyn: Transactions with Directors Requiring Approval of Members
19: Simon Mortimore QC, Blair Leahy: Directors' Liabilities: Exemption, Indemnification, and Ratification
20: Stuart Hill, Cary Kochberg: Directors' Liabilities: Provision of Insurance
21: Georgina Peters: Proceedings by Members Arising from Conduct of Directors
PART IV: DIRECTORS' PARTICULAR FUNCTIONS AND DUTIES
22: Simon Mortimore QC, Hannah Thornley: Decision-making by Members
23: Stephen Robins: Accounting Records, Reports, and Audit
24: Stephen Robins: Capital and Distributions
25: Tom Smith: Reorganizations and Takeovers
26: Henry Legge: Pension Schemes
PART V: OTHER LIABILITIES OF DIRECTORS
27: Lexa Hilliard: Liabilities of Directors to Third Parties
28: Glen Davis, Adam Al-Attar: Public Interest Proceedings Arising from Conduct of Directors
29: Barry Isaacs: Duties and Liabilites of Directors in Insolvency Proceedings
30: Clare Sibson: Criminal Liability of Directors
PART VI: DIRECTORS OF FOREIGN COMPANIES
31: Tom Smith: Duties and Liabilities of Directors of Foreign Companies

About the Author

Edited by Simon Mortimore QC, Barrister, 3-4 South Square, Gray's Inn
Contributors:
Adam Al-Attar, 3-4 South Square
Mark Arnold, 3-4 South Square
Edward Brown, Essex Court
Glen Davis, 3-4 South Square
Adam Goodison, 3-4 South Square
Martin Griffiths QC, Essex Court
Marcus Haywood, 3-4 South Square
Stuart Hill, Lovells
Lexa Hilliard, 3-4 South Square
Barry Isaacs, 3-4 South Square
Cary Kochberg, Lovells
Blair Leahy, 20 Essex Street
Henry Legge, 5 Stone Buildings
Simon Mortimore QC, 3-4 South Square
Georgina Peters, 3-4 South Square
Stephen Robins 3-4 South Square
Clare Sibson, Matrix Chambers
Tom Smith, 3-4 South Square
Lloyd Tamlyn, 3-4 South Square
Hannah Thornley, 3-4 South Square
William Willson, 3-4 South Square
Professor Sarah Worthington, London School of Economics;
Anthony Zacaroli QC, 3-4 South Square

Consultant Editors:
Lucy Fergusson, Linklaters
Raymond Jeffers, Linklaters
Steven Turnbull, Linklaters
 

Reviews

"Likely to be considered an indispensable addition to the library of any firm whose practice involves advising directors" - Hamish Anderson, Partner, Norton Rose

"Over 1100 pages of commentary plus appendices, amounting to a comprehensive survey of an increasingly important aspect of company law" - Hamish Anderson, Partner, Norton Rose

"An in-depth study of the subject which is likely to become the standard point of reference" - Hamish Anderson, Partner, Norton Rose

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