Overview

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.

Full Product Details

Author:   Simon Mortimore, QC
Publisher:   Oxford University Press
Imprint:   Oxford University Press
Dimensions:   Width: 17.90cm , Height: 6.30cm , Length: 25.40cm
Weight:   2.114kg
ISBN:  

9780199217786

ISBN 10:   0199217785
Pages:   1440
Publication Date:   26 February 2009
Audience:   Professional and scholarly ,  Professional & Vocational
Replaced By:   9780199645312
Format:   Hardback
Publisher's Status:   Out of Print
Availability:   Out of stock  

Table of Contents

PART I: INTRODUCTION; 1. The Current Legal Framework Relating to Directors; 2. Historical Introduction to the Law Relating to the Duties and Liabilities of Directors; PART II: THE OFFICE OF DIRECTOR; 3. Directors and Other Officers; Requirement and Definitions; 4. Directors' Powers and Responsibilities; 5. Directors' Decision Making and Delegation; 6. Appointment of Directors; 7. Termination of Appointment of Directors; 8. Directors' Terms of Service; PART III: THE GENERAL DUTIES OF DIRECTORS; 9. General Duties of Directors; 10. Duty to Act within Powers; 11. Duty to Promote the Success of the Company; 12. Duty to Exercise Independent Judgement; 13. Duty to Exercise Reasonable Care, Skill, and Diligence; 14. Duties to Avoid Conflicts of Interest and Not to Accept Benefits from Third Parties; 15. Duty to Declare Interest in Proposed Transaction or Arrangement; 16. The Company's Remedies for Breach of Directors' General Duties; 17. Declaration of Interest in Existing Transaction or Arrangement; 18. Transactions with Directors Requiring Approval of Members; 19. Directors' Liabilities: Exemption, Indemnification, and Ratification; 20. Directors' Liabilities: Provision of Insurance; 21. Proceedings by Members Arising from Conduct of Directors; PART IV: DIRECTORS' PARTICULAR FUNCTIONS AND DUTIES; 22. Decision-making by Members; 23. Accounting Records, Reports, and Audit; 24. Capital and Distributions; 25. Reorganizations and Takeovers; 26. Pension Schemes; PART V: OTHER LIABILITIES OF DIRECTORS; 27. Liabilities of Directors to Third Parties; 28. Public Interest Proceedings Arising from Conduct of Directors; 29. Duties and Liabilites of Directors in Insolvency Proceedings; 30. Criminal Liability of Directors; PART VI: DIRECTORS OF FOREIGN COMPANIES; 31. Duties and Liabilities of Directors of Foreign Companies

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Author Information

Simon Mortimore QC is a barrister at 3-4 South Square in London, specialising in insolvency law, banking, corporate and commercial law.

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