Company Directors: Duties, Liabilities, and Remedies, 3rd Edition by Simon Mortimore | 2017

Company Directors: Duties, Liabilities, and Remedies, 3rd Edition

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.

The book has been updated to include extended discussion of numerous derivatives claims, directors' exposure to third-party claims, and a new chapter on civil remedies for market abuse, in line with recent case law and legislation.

The third edition is a comprehensive reference book on company director law, and it is the first stop for all serious corporate attorneys and academics interested in the topic.

TABLE OF CONTENTS of Company Directors: Duties, Liabilities, and Remedies

I. INTRODUCTION

1: Historical Introduction to the Law Relating to the Duties and Liabilities of Directors, Simon Mortimore QC
2: The Current Legal Framework Relating to Directors, Simon Mortimore QC

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, William Willson
6: Appointment of Directors, Martin Griffiths QC
7: Termination of Appointment of Directors, Edward Brown
8: Directors' Term of Service, Edward Brown
9: Directors and Tax, Thomas Chacko

III. THE GENERAL DUTIES OF DIRECTORS

10: General Duties of Directors, Mark Arnold QC
11: Duty to Act with Powers, Marcus Haywood
12: Duty to Promote the Success of the Company, Mark Arnold QC and Marcus Haywood
13: The Duty to Exercise Independent Judgment, Marcus Haywood
14: The Duty to Exercise Reasonable Care, Skill, and Diligence, Mark Arnold QC
15: Duties to Avoid Conflicts of Interest, Mark Arnold QC and Marcus Haywood
16: Duty not to Accept Benefits from Third Parties, Marcus Haywood
17: Duty to Declare Interest in Transaction or Arrangement, Lloyd Tamlyn and Marcus Haywood
18: Transactions with Directors Requiring Approval of Members, Lloyd Tamlyn

IV. DIRECTORS' PARTICULAR FUNCTIONS AND DUTIES

19: The Company's Remedies for Breach of Directors' General Duties, Antony Zacaroli QC
20: Directors' Liabilities: Exemption, Indemnification, and Ratification, Blair Leahy and Andrew Feld
21: Directors Liabilities: Provision of Insurance, Stuart Hill
22: Members' Personal and Derivative Claims, Georgina Peters
23: Members Unfair Prejudice Claims and Winding-up Petitions, Adam Al-Attar
24: Liabilities of Directors to Third Parties, Lexa Hilliard QC

V. DIRECTORS' PARTICULAR FUNCTIONS AND DUTIES

25: Decision-making by Members, Hannah Thornley
26: Accounting Records and Disclosure Requirements, Stephen Robins
27: Capital and Distributions, Stephen Robins
28: Reorganizations and Takeovers, Tom Smith QC
29: Pension Schemes, Henry Legge QC

VI. PUBLIC INTEREST AND INSOLVENCY PROCEEDINGS

30: Investigations and Public Interest Winding-up Petitions, Glen Davis QC
31: Disqualification Proceedings, Robert Amey
32: Civil Penalties for Market Abuse, Glen Davis QC and Robert Amey
33: Directors' Functions and Duties in Insolvency Proceedings, Charlotte Cooke
34: Directors' Liabilities in Insolvency Proceedings, Charlotte Cooke
35: Criminal Liability of Directors, Clare Sibson QC

VI. DIRECTORS OF FOREIGN COMPANIES

36: Duties and Liabilities of Directors of Foreign Companies, Tom Smith QC

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