Company directors : duties, liabilities, and remedies / edited by Simon Mortimore, QC.

Format:

Book

Author/Creator:

Mortimore QC, Simon

Contributor:

Mortimore, Simon, editor.

Language:

English

Subjects (All):

Directors of corporations--Legal status, laws, etc--Great Britain.

Directors of corporations.

Physical Description:

1 online resource (clxxxvi, 1,206 pages)

Edition:

Third edition.

Place of Publication:

Oxford, England : Oxford University Press, [2017]

Summary:

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.

Contents:

Historical introduction to the Law relating to the duties and liabilities of directors / Simon Mortimore, QC

The current legal framework relating to directors / Simon Mortimore, QC

Directors and other officers : requirement and definitions / Adam Goodison

Directors' powers and responsibilities / Adam Goodison

Directors' decision-making and delegation / William Willson

Appointment of directors / Martin Griffiths, QC

Termination of appointment of directors / Edward Brown

Directors' terms of service / Edward Brown

Taxation of directors' earnings and benefits / Thomas Chacko

General duties of directors / Mark Arnold, QC

Duty to act within powers / Marcus Haywood

Duty to promote the success of the company / Mark Arnold, QC and Marcus Haywood

Duty to exercise resonable care, skill, and diligence / Mark Arnold, QC

Duty to avoid conflicts of interest / Mark Arnold, QC and Marcus Haywood

Duty not to accept benefits from third parties / Marcus Haywood

Duty to declare interest in transaction or arrangement / Lloyd Tamlyn and Marcus Haywood

Transactions with directors requiring approcval of members / Lloyd Tamlyn

The company's remedies for breach of directors' general duties / Antony Zacaroli, QC

Directors' liabilities : exemption, indemnification, and ratification / Blair Leahy and Andrew Feld

Directors' liabilities : provision of insurance / Stuart Hill

Members' personal and derivative claims / Georgina Peters

Members' unfair prejudice claims and winding-up petitions / Adam Al-Attar

Liabilities of directors to third parties / Lexa Hilliard, QC

Decision-making by members / Hannah Tornley

Accounting records and disclosure requirements / Stephen Robins

Capital and distributions / Stephen Robins

Reorganizations and takeovers / Tom Smith, QC

Pensin schemes / Henry Legge, QC

Investigations and public interest winding-up petitions / Glen Davis, QC

Disqualification proceedings / Robert Amey

Civil penalties forDD market abuse / Glen Davis, QC and Robert Amey

Directors' functions and duties in insolvency proceedings / Charlotte Cooke

Directors' liabilities in insolvency proceedings / Charlotte Cooke

Criminal liability of directors / Clare Sibson, QC

Duties and liabilities of directors of foreign companies / Tom Smith, QC.

Notes:

Includes bibliographical references and index.

Description based on print version record.

ISBN:

0-19-192766-X

0-19-106931-0

0-19-106932-9