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Company Directors: Duties, Liabilities and Remedies 3rd ed

Company Directors: Duties, Liabilities and Remedies 3rd ed

  • 作者:
  • 出版商: Oxford University Press
  • ISBN: 9780198754398
  • 出版时间 March 2017
  • 规格: Hardback
  • 适应领域: U.K. ? 免责申明:
    Countri(es) stated herein are used as reference only
New Edition is available now !
  • 描述 
  • 大纲 
  • 详细

    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 application of 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 and explained, 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 & Gas,
    • the Court of Appeal decisions in Smithton Ltd v Naggar and Newcastle International Airport v Eversheds
    • as well as the 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.

  • I. INTRODUCTION
    1: Historical Introduction to the Law Relating to the Duties and Liabilities of Directors, Simon Mortimore QC
    2: The Current Legal Framework Relating to Directors, Simon Mortimore QC

    II. THE OFFICE OF DIRECTOR
    3: Directors and Other Officers; Requirement and Definitions, Adam Goodison
    4: Directors' Powers and Responsibilities, Adam Goodison
    5: Directors' Decision-Making and Delegation, William Willson
    6: Appointment of Directors, Martin Griffiths QC
    7: Termination of Appointment of Directors, Edward Brown
    8: Directors' Term of Service, Edward Brown
    9: Directors and Tax, Thomas Chacko

    III. THE GENERAL DUTIES OF DIRECTORS
    10: General Duties of Directors, Mark Arnold QC
    11: Duty to Act with Powers, Marcus Haywood
    12: Duty to Promote the Success of the Company, Mark Arnold QC and Marcus Haywood
    13: The Duty to Exercise Independent Judgment, Marcus Haywood
    14: The Duty to Exercise Reasonable Care, Skill, and Diligence, Mark Arnold QC
    15: Duties to Avoid Conflicts of Interest, Mark Arnold QC and Marcus Haywood
    16: Duty not to Accept Benefits from Third Parties, Marcus Haywood
    17: Duty to Declare Interest in Transaction or Arrangement, Lloyd Tamlyn and Marcus Haywood
    18: Transactions with Directors Requiring Approval of Members, Lloyd Tamlyn

    IV. DIRECTORS' PARTICULAR FUNCTIONS AND DUTIES
    19: The Company's Remedies for Breach of Directors' General Duties, Antony Zacaroli QC
    20: Directors' Liabilities: Exemption, Indemnification, and Ratification, Blair Leahy and Andrew Feld
    21: Directors Liabilities: Provision of Insurance, Stuart Hill
    22: Members' Personal and Derivative Claims, Georgina Peters
    23: Members Unfair Prejudice Claims and Winding-up Petitions, Adam Al-Attar
    24: Liabilities of Directors to Third Parties, Lexa Hilliard QC

    V. DIRECTORS' PARTICULAR FUNCTIONS AND DUTIES
    25: Decision-making by Members, Hannah Thornley
    26: Accounting Records and Disclosure Requirements, Stephen Robins
    27: Capital and Distributions, Stephen Robins
    28: Reorganizations and Takeovers, Tom Smith QC
    29: Pension Schemes, Henry Legge QC

    VI. PUBLIC INTEREST AND INSOLVENCY PROCEEDINGS
    30: Investigations and Public Interest Winding-up Petitions, Glen Davis QC
    31: Disqualification Proceedings, Robert Amey
    32: Civil Penalties for Market Abuse, Glen Davis QC and Robert Amey
    33: Directors' Functions and Duties in Insolvency Proceedings, Charlotte Cooke
    34: Directors' Liabilities in Insolvency Proceedings, Charlotte Cooke
    35: Criminal Liability of Directors, Clare Sibson QC

    VI. DIRECTORS OF FOREIGN COMPANIES
    36: Duties and Liabilities of Directors of Foreign Companies, Tom Smith QC

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