Company Directors: Duties, Liabilities, and Remedies, 4th Edition | 2024

Description

Now in its fourth edition, this authoritative and comprehensive book is dedicated exclusively to company directors, detailing their duties, responsibilities, liabilities when issues arise, and the remedies available. It consolidates commentary and analysis on the legal aspects related to company directors, especially the Companies Act, along with evolving common law rules and equitable principles, as well as laws on insolvency, insurance, pensions, taxation, financial services, disqualification, and criminal matters.

The newest edition includes legislative updates like the Corporate Insolvency and Governance Act 2020, which modified the Companies Act 2006. It also examines recent Supreme Court case law developments concerning company directors, such as Burnden Holdings (UK) Ltd v Fielding, Singularis Holdings Ltd v Daiwa Capital Markets, Aquila Advisory Ltd v Faichney, Lau v Chu, Kathryn Ma Wai Fong v Wong Kie Yik, Hung v JF Ming Inc, Marex Financial Ltd v Sevilleja, Children’s Investment Fund Foundation (UK) v Attorney General, and BTI 2014 LLC v Sequana SA.

Authored by experts in the field, this exhaustive reference is indispensable for serious corporate lawyers and scholars.

Contents:

1: Historical Introduction to the Law Relating to the Duties and Liabilities of Directors
2: The Current Legal Framework Relating to Directors
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 Services
9: Taxation of Directors’ Earnings and Benefits
10: General Duties of Directors
11: Duty to Act within Powers
12: Duty to Promote the Success of the Company
13: Duty to Exercise Independent Judgement
14: Duty to Exercise Reasonable Care, Skill, and Due Diligence
15: Duty to Avoid Conflicts of Interest
16: Duty Not to Accept Benefits from Third Parties
17: Duty to Declare Interest in Transaction or Arrangement
18: Transactions with Directors Requiring Approval of Members
19: The Company’s Remedies for Breach of Directors’ General Duties
20: Directors’ Liabilities: Exemption, Indeminification, and Ratification
21: Directors’ Liabilities: Provision
22: Members’ Personal and Derivative Claims
23: Members’ Unfair Prejudice Claims and Winding-Up Petitions
24: Liabilities of Directors to Third Parties
25: Decision-Making by Members
26: Accounting Records and Disclosure Requirements
27: Capital and Distributions
28: Reorganizations and Takeovers
29: Pension Schemes
30: The Regulatory Liability of Directors
31: Disqualification Proceedings
32: Civil Penalties for Market Abuse
33: Directors’ Functions and Duties in Insolvency Proceedings
34: Directors’ Liabilities in Insolvency Proceedings
35: Criminal Liability of Directors
36: Duties and Liabilities of Directors of Foreign Companies

Edited by Mark Arnold KC, Barrister at South Square, with Simon Mortimore KC, Barrister at South Square, serving as Consultant Editor.

Mark Arnold KC studied law at Downing College, Cambridge, and was called to the Bar by Middle Temple in 1988. After completing his pupillage, he joined South Square, where he has practiced ever since, focusing on company, insolvency, and restructuring law. He was appointed King’s Counsel in 2013 and served as joint Head of Chambers from 2017 to 2022.

Simon Mortimore KC is a barrister at South Square Chambers in London, specializing in corporate, insolvency, banking, and commercial law. He focuses on domestic and cross-border restructuring and insolvency, banking and finance, and company law, particularly in offshore contexts.