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Vol 21 No 11 Nov/Dec 2016

Book of the Month

Cover of Criminal Injuries Compensation Claims

Criminal Injuries Compensation Claims

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Company Directors: Duties, Liabilities and Remedies 2nd ed

Edited by: Simon Mortimore

ISBN13: 9780199645312
New Edition ISBN: 9780198754398
Previous Edition ISBN: 9780199217786
Published: January 2013
Publisher: Oxford University Press
Country of Publication: UK
Format: Hardback
Price: £252.50



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Wildy's Book of the Month: February 2013

The second edition of this highly acclaimed standard reference work on company directors provides analysis of the many important cases which have materially changed the law and provides an update on the myriad of subordinate legislation passed since first publication.

Crucially, this new edition also includes more depth of analysis on dynamic areas and has been expanded to cover additional topics. Extensive rewriting of chapters on derivative claims, unfair prejudice, and reorganizations take into account new judgments such as Lesini v Westrip Holdings Ltd [2011] and Re Neath Rugby Ltd (No 2), Hawkes v Cuddy (No 2) [2010] in which the Court of Appeal partly reversed a decision discussed in the first edition.

New to this edition are additional sections on attribution, directors' liabilities to third parties, and the interpretation of a company's constitution. For the first time the book includes a chapter dedicated to tax law specific to directors recognizing this as a specialist and important area.

The chapter on criminal liability analyses the broad changes which will be made to the law on corruption by the Bribery Act 2010 when the Act comes into force. This new edition is a complete reference on the law relating to company directors and is the first port of call for all serious corporate lawyers and scholars on this subject.

Subjects:
Company Law
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' Term of Service
9. Directors and Tax

PART III: THE GENERAL DUTIES OF DIRECTORS
10. General Duties of Directors
11. Duty to Act with Powers
12. Duty to Promote the Success of the Company
13. The Duty to Exercise Independent Judgment
14. The Duty to Exercise Reasonable Care, Skill , and Diligence
15. Duties to Avoid Conflicts of Interest and not to Accept Benefits from Third Parties
16. Duty to Declare Interest in Proposed Transaction or Arrangement
17. Declaration of Interest in Exisiting Transaction or Arrangement
18. Transactions with Directors Requiring Approval of Members

PART IV: LIABILITIES OF DIRECTORS
19. The Company's Remedies for Breach of Directors' General Duties
20. Directors' Liabilities: Exemption, Indemnification, and Ratification
21. Directors Liabilities: Provision of Insurance
22. Members' Personal and Derivative Claims
23. Members Unfair Prejudice Claims and Winding-up Petitions
24. Liabilities of Directors to Third Parties

PART V: DIRECTORS' PARTICULAR FUNCTIONS AND DUTIES
25. Decision-making by Members
26. Accounting Records, Reports, and Audits
27. Capital and Distributions
28. Reorganizations and Takeovers
29. Pension Schemes

PART VI: PUBLIC INTEREST AND INSOLVENCY PROCEEDINGS
30. Investigations and Public Interest Winding-up Petitions
31. Disqualification Proceedings
32. Directors' Functions and Duties in Insolvency Proceedings
33. Directors' Liabilities in Insolvency Proceedings
34. Criminal Liability of Directors

PART VII: DIRECTORS OF FOREIGN COMPANIES
35. Duties and Liabilities of Directors of Foreign Companies