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Directors' Duties (1st Edition)

Directors' Duties (1st Edition)

Author: Andrew Keay; Leslie Kosmin QC
Publisher: LexisNexis U.K.
ISBN: 9781846611490
Published In: January 2009
Format: Hardback
Jurisdiction: U.K. ? Disclaimer:
Countri(es) stated herein are used as reference only

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Description
Contents
Author

Details

The Companies Act 2006 has involved a major overhaul, codification and consolidation of the common law rules and principles relating to the duties of company directors. At the same time, the Act introduces new concepts, such as conflict of interest, which came into force in October 2008.

Directors' Duties provides a fresh examination of this topic in light of the codification of those duties, explaining the role of directors within the corporate governance process. This is coupled with authoritative guidance and detailed analysis on:

the consequences of breach of duties
relief that can be ordered
potential defences
how the new statutory derivative proceedings apply to directors' breach of duties

While no UK case law exists on this new area of law, the author, who is the Commonwealth Editor of Gore-Browne on Companies, has uniquely turned to case law from the Commonwealth and United States where similar laws have existed for some time for an indication of how the law is likely to be interpreted here.

Directors' Duties provides much needed guidance for company and in-house lawyers, accountants, directors and company secretaries on this area of key concern.

Reviews:

"every director should be required to read this publication irrespective of the size of the company ... [we] can thoroughly recommend this as a very practical book"
International Company and Commercial Law Review

"well-structured ... an excellent source to gain a first impression of directors' duties but also to deepen one's knowledge"
German-British Chamber of Industry & Commerce

"A dedicated and comprehensive guide to navigating this minefield of uncertainty for directors and their legal advisors ... a valuable addition to the literature on the subject and should be a staple of any company law collection"
John Tribe, KPMG Lecturer in Restructuring, Kingston Law School

“A must-have for those engaged with directors duties … the diversity of expert opinions adds to the quality of the book … also of no lesser value to corporate law practitioners; from in-house to ex-house lawyers and corporate and practising accountants”
Business Law Review

Directors: Background and Role
Directors in the Corporate Governance Process
Codification and an Introduction to the General Duties
Duty to Act within Powers
Duty to Promote the Success of the Company
Duty to Exercise Independent Judgment
Duty of Care, Skill and Diligence
Avoiding Conflicts of Interest: the Duty
Avoiding a Conflict of Duty: Application
Duty not to Accept Benefits
Duty to Declare an Interest
Duty to Consider the Interests of Creditors
Derivative Proceedings
Consequences of Breach
Authorisation and Ratification of Breaches of Duty
Judicial Excusing of Breaches

Professor Andrew Keay, Professor of Corporate and Commercial Law, and Director of the Centre for Business Law and Practice, School of Law, University of Leeds

Advisory Editor: Leslie Kosmin QC, Erskine Chambers