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Company Directors: Duties, Liabilities and Remedies 4th ed

Edited by: Mark Arnold KC, Simon Mortimore KC

ISBN13: 9780192842879
Previous Edition ISBN: 9780198754398
Published: January 2024
Publisher: Oxford University Press
Country of Publication: UK
Format: Hardback
Price: £275.00



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Now in its fourth edition, this leading and comprehensive work focuses entirely on company directors, their duties and responsibilities, their liabilities when things go wrong, and the remedies to put things right. It does so by capturing in one place commentary and analysis of the law relating to company directors, most notably the Companies Act itself and the constantly maturing common law rules and equitable principles, but also the law relating to insolvency, insurance, pensions, taxation, financial services, disqualification and crime.

The latest edition incorporates legislative developments, such as the Corporate Insolvency and Governance Act 2020, which amended the Companies Act 2006. The book also analyses recent case law developments relating to company directors from the Supreme Court including; 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.

This complete reference work, written by practitioners with acknowledged expertise in this field, is an essential reference source for all serious corporate lawyers and scholars.

Subjects:
Company Law
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