Subjects:

Company Law

Contents:

Chapter 1: Introduction, Tim Boxell, Partner, Slaughter and May

Chapter 2: Appointments and Vacation of Office, Chris Hale, Partner, Travers Smith and Rachel Woodburn, Head of Professional Support, Travers Smith

Chapter 3: Directors’

Duties, Richard Slynn, Partner, Allen & Overy LLP

Chapter 4: Potential Liabilities, Michelle de Kluyver, Senior Associate, Allen & Overy LLP and Rosalind Nicholson, Barrister, 4 Stone Buildings

Chapter 5: Fair Dealing and Connected Persons, Vanessa Knapp, Partner, Freshfields Bruckhaus Deringer

Chapter 6: Services Contracts and Remuneration, John Farr, Partner, Herbert Smith LLP and Jemima Coleman, Professional Support Lawyer, Herbert Smith LLP

Chapter 7: Share Dealing by Directors and Connected Persons, Andrew Peck, Partner, Linklaters LLP

Chapter 8: Directors' Powers and Proceedings, Caroline Carter, Partner, Ashurst

Chapter 9: Corporate Governance, Jonathan Marks, Partner, Slaughter and May

Chapter 10: Directors Facing Disputes, Michael Hatchard, Partner, Skadden, Arps, Slate, Meagher & Flom (UK) LLP

Chapter 11: Duties of Directors Facing Insolvency, Hamish Anderson, Partner, Norton Rose

Chapter 12: Regulatory Investigations, Angela Hayes, Partner, Lawrence Graham LLP

Chapter 13: Disqualification of Directors, David Allison, Barrister, 3-4 South Square and Stephen Robins, Barrister, 3-4 South Square

Fully updated in light of the Companies Act 2006, this third edition of A Practitioner’s Guide to Directors’ Duties and Responsibilities provides practical advice and guidance on the many and varied responsibilities of UK directors.

The legal and regulatory environment for directors is much changed since the second edition of this Guide was published. The introduction of the Companies Act 2006 has codified directors’ duties, providing for the first time a statutory statement of what these duties are.

Responses to the Company Law Steering Group were largely in favour of codification on the grounds of greater transparency. However, the legal obligations of directors remain complex and challenging. Although the new statutory duties replace the existing case law, common law principles still apply to interpreting them. Concerns remain because the wording in the legislation does not necessarily correlate with how the duties were previously understood.

Other important changes covered by this book include the updated version of the Combined Code, which applies to listed companies for accounting years beginning on or after 1 November 2006. At a European level, the Transparency Directive imposes obligations on listed companies to make further notifications to the market. For companies regulated by the Financial Services Authority, new developments affect the way in which the FSA supervises the conduct of directors.