Company Directors: Duties, Liabilities, and Remedies, 4th Edition

Author: Simon Mortimore
Publisher: Oxford University Press
ISBN: 9780192842879
Published In: February 2024
Format: Hardback , 1456 pages
Jurisdiction: U.K. ? Disclaimer:
Countri(es) stated herein are used as reference only

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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.
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: 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' Term of Service
9: Tom Chacko: Directors and Tax
PART III: The General Duties of Directors
10: Mark Arnold: General Duties of Directors
11: Marcus Haywood: Duty to Act with Powers
12: Mark Arnold and Marcus Haywood: Duty to Promote the Success of the Company
13: Marcus Haywood: The Duty to Exercise Independent Judgment
14: Mark Arnold: The Duty to Exercise Reasonable Care, Skill , and Diligence
15: Mark Arnold and Marcus Haywood: Duties to Avoid Conflicts of Interest and not to Accept Benefits from Third Parties
16: Marcus Haywood: Duty to Declare Interest in Proposed Transaction or Arrangement
17: Lloyd Tamlyn: Declaration of Interest in Exisiting Transaction or Arrangement
18: Lloyd Tamlyn: Transactions with Directors Requiring Approval of Members
PART IV: Liabilities of Directors
19: Antony Zacaroli QC: The Company's Remedies for Breach of Directors' General Duties
20: Blair Leahy: Directors' Liabilities: Exemption, Indemnification, and Ratification
21: Stuart Hill and Cary Kochberg: Directors Liabilities: Provision of Insurance
22: Georgina Peters: Members' Personal and Derivative Claims
23: Simon Mortimore QC: Members Unfair Prejudice Claims and Winding-up Petitions
24: Lexa Hilliard QC: Liabilities of Directors to Third Parties
PART V: Directors' Particular Functions and Duties
25: Hannah Thornley: Decision-making by Members
26: Stephen Robins: Accounting Records, Reports, and Audits
27: Stephen Robins: Capital and Distributions
28: Tom Smith: Reorganizations and Takeovers
29: Henry Legge: Pension Schemes
PART VI: Public Interest and Insolvency Proceedings
30: Glen Davis QC: Investigations and Public Interest Winding-up Petitions
31: Adam Al-Attar: Disqualification Proceedings
32: Simon Mortimore QC and Charlotte Cooke: Directors' Functions and Duties in Insolvency Proceedings
33: Simon Mortimore QC and Charlotte Cooke: Directors' Liabilities in Insolvency Proceedings
34: Claire Sibson: Criminal Liability of Directors
PART VII: Directors of Foreign Companies
35: Tom Smith: Duties and Liabilities of Directors of Foreign Companies
Edited by Simon Mortimore, Barrister, 3-4 South Square, Gray's Inn

Simon Mortimore QC is a barrister at 3-4 South Square in London, specializing in corporate, insolvency, banking, and commercial law. He has been involved in more than 70 reported cases in the fields of corporate insolvency, personal insolvency, company law and general commercial law, and has provided expert evidence on English law for proceedings in New York. He has also advised on proceedings in The Bahamas, Hong Kong, Malaysia, Singapore, and the Turks and Caicos Islands.

Contributors:
Adam Al-Attar, 3-4 South Square
Mark Arnold, 3-4 South Square
Edward Brown, Essex Court Chambers
Tom Chacko, Pump Court Tax Chambers
Charlotte Cooke, 3-4 South Square
Glen Davis QC, 3-4 South Square
Adam Goodison, 3-4 South Square
Martin Griffiths QC, Essex Court Chambers
Marcus Haywood, 3-4 South Square
Stuart Hill, Hogan Lovells
Lexa Hilliard QC, 3-4 South Square
Cary Kochberg, Hogan 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
Claire Sibson, Cloth Fair 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
Antony Zacaroli QC, 3-4 South Square
Review(s) from previous edition

"Likely to be considered an indispensable addition to the library of any firm whose practice involves advising directors...Over 1100 pages of commentary plus appendices, amounting to a comprehensive survey of an increasingly important aspect of company law...An in-depth study of the subject which is likely to become the standard point of reference. - Hamish Anderson, Partner, Norton Rose