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Company Directors: Duties, Liabilities, and Remedies, 4th Edition

Company Directors: Duties, Liabilities, and Remedies, 4th Edition

  • 作者:
  • 出版商: Oxford University Press
  • ISBN: 9780192842879
  • 出版时间 February 2024
  • 规格: Hardback , 1456 pages
  • 适应领域: U.K. ? 免责申明:
    Countri(es) stated herein are used as reference only

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  • 描述 
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  • 详细

    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 FieldingSingularis Holdings Ltd v Daiwa Capital MarketsAquila Advisory Ltd v FaichneyLau v ChuKathryn Ma Wai Fong v Wong Kie Yik, Hung v JF Ming IncMarex Financial Ltd v SevillejaChildren'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.

  • PART I: Introduction
    1: Simon Mortimore QC: The Current Legal Framework Relating to Directors
    2: Simon Mortimore QC: Historical Introduction to the Law Relating to the Duties and Liabilities of Directors
    PART II: The Office of Director
    3: Adam Goodison: Directors and Other Officers; Requirement and Definitions
    4: Adam Goodison: Directors' Powers and Responsibilities
    5: William Willson: Directors' Decision-Making and Delegation
    6: Martin Griffiths QC: Appointment of Directors
    7: Edward Brown: Termination of Appointment of Directors
    8: Edward Brown: Directors' Term of Service
    9: Tom Chacko: Directors and Tax
    PART III: The General Duties of Directors
    10: Mark Arnold: General Duties of Directors
    11: Marcus Haywood: Duty to Act with Powers
    12: Mark Arnold and Marcus Haywood: Duty to Promote the Success of the Company
    13: Marcus Haywood: The Duty to Exercise Independent Judgment
    14: Mark Arnold: The Duty to Exercise Reasonable Care, Skill , and Diligence
    15: Mark Arnold and Marcus Haywood: Duties to Avoid Conflicts of Interest and not to Accept Benefits from Third Parties
    16: Marcus Haywood: Duty to Declare Interest in Proposed Transaction or Arrangement
    17: Lloyd Tamlyn: Declaration of Interest in Exisiting Transaction or Arrangement
    18: Lloyd Tamlyn: Transactions with Directors Requiring Approval of Members
    PART IV: Liabilities of Directors
    19: Antony Zacaroli QC: The Company's Remedies for Breach of Directors' General Duties
    20: Blair Leahy: Directors' Liabilities: Exemption, Indemnification, and Ratification
    21: Stuart Hill and Cary Kochberg: Directors Liabilities: Provision of Insurance
    22: Georgina Peters: Members' Personal and Derivative Claims
    23: Simon Mortimore QC: Members Unfair Prejudice Claims and Winding-up Petitions
    24: Lexa Hilliard QC: Liabilities of Directors to Third Parties
    PART V: Directors' Particular Functions and Duties
    25: Hannah Thornley: Decision-making by Members
    26: Stephen Robins: Accounting Records, Reports, and Audits
    27: Stephen Robins: Capital and Distributions
    28: Tom Smith: Reorganizations and Takeovers
    29: Henry Legge: Pension Schemes
    PART VI: Public Interest and Insolvency Proceedings
    30: Glen Davis QC: Investigations and Public Interest Winding-up Petitions
    31: Adam Al-Attar: Disqualification Proceedings
    32: Simon Mortimore QC and Charlotte Cooke: Directors' Functions and Duties in Insolvency Proceedings
    33: Simon Mortimore QC and Charlotte Cooke: Directors' Liabilities in Insolvency Proceedings
    34: Claire Sibson: Criminal Liability of Directors
    PART VII: Directors of Foreign Companies
    35: Tom Smith: Duties and Liabilities of Directors of Foreign Companies

  • Edited by Simon Mortimore, Barrister, 3-4 South Square, Gray's Inn

    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 proceedings in New York. He has also advised on proceedings in The Bahamas, Hong Kong, Malaysia, Singapore, and the Turks and Caicos Islands.

    Contributors: 
    Adam Al-Attar, 3-4 South Square
    Mark Arnold, 3-4 South Square
    Edward Brown, Essex Court Chambers
    Tom Chacko, Pump Court Tax Chambers
    Charlotte Cooke, 3-4 South Square
    Glen Davis QC, 3-4 South Square
    Adam Goodison, 3-4 South Square
    Martin Griffiths QC, Essex Court Chambers
    Marcus Haywood, 3-4 South Square
    Stuart Hill, Hogan Lovells
    Lexa Hilliard QC, 3-4 South Square
    Cary Kochberg, Hogan Lovells
    Blair Leahy, 20 Essex Street
    Henry Legge, 5 Stone Buildings
    Simon Mortimore QC, 3-4 South Square
    Georgina Peters, 3-4 South Square
    Stephen Robins, 3-4 South Square
    Claire Sibson, Cloth Fair Chambers
    Tom Smith, 3-4 South Square
    Lloyd Tamlyn, 3-4 South Square
    Hannah Thornley, 3-4 South Square
    William Willson, 3-4 South Square
    Antony Zacaroli QC, 3-4 South Square

  • Review(s) 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...An in-depth study of the subject which is likely to become the standard point of reference. - Hamish Anderson, Partner, Norton Rose

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