Company Directors: Duties, Liabilities, and Remedies

Hardcover | March 27, 2013

EditorSimon Mortimore

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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 newedition 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 inthe 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 intoforce.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.

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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 newedition also includes more depth of analysis on d...

Simon Mortimore QC is a barrister at 3-4 South Square in London, specializing in corporate, insolvency, banking, and commercial law. He has been involved in more than 70 reported cases in the fields of corporate insolvency, personal insolvency, company law and general commercial law, and has provided expert evidence on English law for...

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Format:HardcoverDimensions:1368 pages, 9.69 × 6.73 × 0.98 inPublished:March 27, 2013Publisher:Oxford University PressLanguage:English

The following ISBNs are associated with this title:

ISBN - 10:0199645310

ISBN - 13:9780199645312

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Table of Contents

Part I: Introduction1. Simon Mortimore QC: The Current Legal Framework Relating to Directors2. Simon Mortimore QC: Historical Introduction to the Law Relating to the Duties and Liabilities of DirectorsPart II: 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. Tom Chacko: Directors and TaxPart III: The General Duties of Directors10. Mark Arnold: General Duties of Directors11. Marcus Haywood: Duty to Act with Powers12. Mark Arnold and Marcus Haywood: Duty to Promote the Success of the Company13. Marcus Haywood: The Duty to Exercise Independent Judgment14. Mark Arnold: The Duty to Exercise Reasonable Care, Skill , and Diligence15. Mark Arnold and Marcus Haywood: Duties to Avoid Conflicts of Interest and not to Accept Benefits from Third Parties16. Marcus Haywood: Duty to Declare Interest in Proposed Transaction or Arrangement17. Lloyd Tamlyn: Declaration of Interest in Exisiting Transaction or Arrangement18. Lloyd Tamlyn: Transactions with Directors Requiring Approval of MembersPart IV: Liabilities of Directors19. Antony Zacaroli QC: The Company's Remedies for Breach of Directors' General Duties20. Blair Leahy: Directors' Liabilities: Exemption, Indemnification, and Ratification21. Stuart Hill and Cary Kochberg: Directors Liabilities: Provision of Insurance22. Georgina Peters: Members' Personal and Derivative Claims23. Simon Mortimore QC: Members Unfair Prejudice Claims and Winding-up Petitions24. Lexa Hilliard QC: Liabilities of Directors to Third PartiesPart V: Directors' Particular Functions and Duties25. Hannah Thornley: Decision-making by Members26. Stephen Robins: Accounting Records, Reports, and Audits27. Stephen Robins: Capital and Distributions28. Tom Smith: Reorganizations and Takeovers29. Henry Legge: Pension SchemesPart VI: Public Interest and Insolvency Proceedings30. Glen Davis QC: Investigations and Public Interest Winding-up Petitions31. Adam Al-Attar: Disqualification Proceedings32. Simon Mortimore QC and Charlotte Cooke: Directors' Functions and Duties in Insolvency Proceedings33. Simon Mortimore QC and Charlotte Cooke: Directors' Liabilities in Insolvency Proceedings34. Claire Sibson: Criminal Liability of DirectorsPart VII: Directors of Foreign Companies35. Tom Smith: Duties and Liabilities of Directors of Foreign Companies

Editorial Reviews

Review from previous edition: "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...Anin-depth study of the subject which is likely to become the standard point of reference." --Hamish Anderson, Partner, Norton Rose