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Company Directors Duties, Liabilities, and Remedies
By
Simon Mortimore QC
Description
- 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
- Coverage of specialist topics such as directors 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.
There is full coverage of topical issue such as directors terms of service and chapters dedicated to giving practical guidance on claims against directors by the company, members and during insolvency proceedings. Criminal proceedings are also considered as are liabilities of directors to third parties.
This major new work provides essential guidance for those advising directors, members and companies on the conduct of directors in the context of the new regime.
Readership: The market for the work includes solicitors, barristers and academics interested in corporate law. Accountants, financial institutions and businessmen may also find this work useful.
Contents
PART I: INTRODUCTION
1. Historical introduction , Simon Mortimore QC
2. The Current Legislation Relating to Directors: Key Changes , 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 , Adam Goodison & William Willson
6. Appointment of Directors , Professor Sarah Worthington
7. Termination of Appointment of Directors , Professor Sarah Worthington
8. Directors Terms of Service , Professor Sarah Worthington
PART III: THE GENERAL DUTIES OF DIRECTORS
9. Introductory , Tony Zacaroli QC, Mark Arnold & Marcus Haywood
10. Fiduciary Duties , Tony Zacaroli QC, Mark Arnold & Marcus Haywood
11. The Duty of Care , Tony Zacaroli QC, Mark Arnold & Marcus Haywood
2. The Companys Remedies for Breach of Directors General Duties , Tony Zacaroli QC, Mark Arnold & Marcus Haywood
13. Provisions of the Companies Act Underpinning the Duties of Directors , Lloyd Tamlyn
14. Directors Liabilities: Exemption and Protection , Blair Leahy & Cary Kochberg
15. Proceedings by Members Arising from Conduct of Directors , Glen Davis
16. Obtaining the Authorisation, Approval or Ratification of the Company , Hannah Thornley
PART IV: DIRECTORS PARTICULAR FUNCTIONS AND DUTIES
17. Accounting Records, Reports and Audit , Stephen Robins
18. Capital and Distributions , Stephen Robins
19. Arrangements, Reconstructions and Takeovers , Tom Smith
20. Pension Schemes: Liabilities for Default , Henry Legge
PART V: OTHER LIABILITIES OF DIRECTORS
21. Liabilities of Directors to Third Parties , Lexa Hilliard
22. Public Interest Proceedings Arising from Conduct of Directors , Glen Davis
23. Claims Against Directors in Insolvency Proceedings , Barry Isaacs
24. Criminal Proceedings Involving Directors , Clare Sibson
PART VI: DIRECTORS OF FOREIGN COMPANIES
25. Duties and Liabilities of Directors of Foreign Companies , Tom Smith
Authors, editors, and contributors
Edited by Simon Mortimore QC, Barrister, 3-4 South Square, Grays Inn
Contributors:Mark Arnold, 3-4 South Square
Glen Davis, 3-4 South Square
Adam Goodison, 3-4 South Square
Marcus Haywood, 3-4 South Square
Lexa Hilliard, 3-4 South Square
Barry Isaacs, 3-4 South Square
Cary Kochberg, Lovells
Blair Leahy, 3-4 South Square
Henry Legge, 5 Stone Buildings
Simon Mortimore QC, 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;
Tony Zacaroli QC, 3-4 South Square
Consultant Editors:
Lucy Fergusson, Linklaters
Raymond Jeffers, Linklaters
Steven Turnbull, Linklaters
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