Company Directors: Duties, Liabilities, and Remedies by Simon MortimoreCompany Directors: Duties, Liabilities, and Remedies by Simon Mortimore

Company Directors: Duties, Liabilities, and Remedies

EditorSimon Mortimore

Hardcover | April 8, 2017

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This is a new edition of the established authority on the law relating to directors of companies incorporated under the UK Companies Acts. The new edition features all important developments in the law including the Small Business, Enterprise and Employment Act 2015 which improves transparency (including requiring directors to be natural persons unless exceptions apply), simplifies company filing requirements, clarifies the applicationof general duties to shadow directors, modernises directors' disqualification and reforms insolvency law to facilitate proceedings where there has been wrongdoing. There has been a wealth of new case law relevant to directors' duties before the English courts, all of which are analysed andexplained, including the Supreme Court decisions in Prest v Petrodel Resources, Jetivia v Bilta (UK), FHR European Ventures v Cedar Capital Partners and Eclairs Group v JKX Oil and Gas, the Court of Appeal decisions in Smithton Ltd v Naggar and Newcastle International Airport v Eversheds as well asthe important High Court decisions in Universal Project Management Services v Fort Gilkicker, Madoff Securities International v Raven and the wrongful trading case, Re Ralls Builders. Non-UK cases are also analysed including Weavering Macro Fixed Income Fund Ltd v Peterson in the Cayman Islands'Court of Appeal and the 2016 decision of the Hong Kong Court of Final Appeal Chen v Jason.In keeping with developments in case law and legislation the book now includes expanded coverage of multiple derivatives claims, directors' exposure to third party claims and a new chapter on civil remedies for market abuse.The third edition is a complete reference work on the law relating to company directors and is the first port of call for all serious corporate lawyers and scholars on this subject.
Simon Mortimore QC is a barrister at South Square Chambers in London, specializing in corporate, insolvency, banking, and commercial law. He specialises in domestic and cross-border restructuring and insolvency, banking and finance and company law, particularly offshore.
Title:Company Directors: Duties, Liabilities, and RemediesFormat:HardcoverDimensions:1392 pagesPublished:April 8, 2017Publisher:Oxford University PressLanguage:English

The following ISBNs are associated with this title:

ISBN - 10:0198754396

ISBN - 13:9780198754398

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Table of Contents

I. INTRODUCTION1. Simon Mortimore QC: Historical Introduction to the Law Relating to the Duties and Liabilities of Directors2. Simon Mortimore QC: The Current Legal Framework Relating to DirectorsII. THE OFFICE OF DIRECTOR3. Adam Goodison: Directors and Other Officers; Requirement and Definitions4. Adam Goodison: Directors' Powers and Responsibilities5. William Willson: Directors' Decision-Making and Delegation6. Martin Griffiths QC: Appointment of Directors7. Edward Brown: Termination of Appointment of Directors8. Edward Brown: Directors' Term of Service9. Thomas Chacko: Directors and TaxIII. THE GENERAL DUTIES OF DIRECTORS10. Mark Arnold QC: General Duties of Directors11. Marcus Haywood: Duty to Act with Powers12. Mark Arnold QC and Marcus Haywood: Duty to Promote the Success of the Company13. Marcus Haywood: The Duty to Exercise Independent Judgment14. Mark Arnold QC: The Duty to Exercise Reasonable Care, Skill, and Diligence15. Mark Arnold QC and Marcus Haywood: Duties to Avoid Conflicts of Interest16. Marcus Haywood: Duty not to Accept Benefits from Third Parties17. Lloyd Tamlyn and Marcus Haywood: Duty to Declare Interest in Transaction or Arrangement18. Lloyd Tamlyn: Transactions with Directors Requiring Approval of MembersIV. DIRECTORS' PARTICULAR FUNCTIONS AND DUTIES19. Antony Zacaroli QC: The Company's Remedies for Breach of Directors' General Duties20. Blair Leahy and Andrew Feld: Directors' Liabilities: Exemption, Indemnification, and Ratification21. Stuart Hill: Directors Liabilities: Provision of Insurance22. Georgina Peters: Members' Personal and Derivative Claims23. Adam Al-Attar: Members Unfair Prejudice Claims and Winding-up Petitions24. Lexa Hilliard QC: Liabilities of Directors to Third PartiesV. DIRECTORS' PARTICULAR FUNCTIONS AND DUTIES25. Hannah Thornley: Decision-making by Members26. Stephen Robins: Accounting Records and Disclosure Requirements27. Stephen Robins: Capital and Distributions28. Tom Smith QC: Reorganizations and Takeovers29. Henry Legge QC: Pension SchemesVI. PUBLIC INTEREST AND INSOLVENCY PROCEEDINGS30. Glen Davis QC: Investigations and Public Interest Winding-up Petitions31. Robert Amey: Disqualification Proceedings32. Glen Davis QC and Robert Amey: Civil Penalties for Market Abuse33. Charlotte Cooke: Directors' Functions and Duties in Insolvency Proceedings34. Charlotte Cooke: Directors' Liabilities in Insolvency Proceedings35. Clare Sibson QC: Criminal Liability of DirectorsVII. DIRECTORS OF FOREIGN COMPANIES36. Tom Smith QC: Duties and Liabilities of Directors of Foreign Companies

Editorial Reviews

"Likely to be considered an indispensable addition to the library of any firm whose practice involves advising directors...Over 1100 pages of commentary plus appendices, amounting to a comprehensive survey of an increasingly important aspect of company law...An in-depth study of the subjectwhich is likely to become the standard point of reference." --Hamish Anderson, Partner, Norton Rose