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Sample Chapter
Fully updated in light of the Companies Act 2006, this third edition of A Practitioner’s Guide to Directors’ Duties and Responsibilities provides practical advice and guidance on the many and varied responsibilities of UK directors.
The legal and regulatory environment for directors is much changed since the second edition of this Guide was published. The introduction of the Companies Act 2006 has codified directors’ duties, providing for the first time a statutory statement of what these duties are.
Responses to the Company Law Steering Group were largely in favour of codification on the grounds of greater transparency. However, the legal obligations of directors remain complex and challenging. Although the new statutory duties replace the existing case law, common law principles still apply to interpreting them. Concerns remain because the wording in the legislation does not necessarily correlate with how the duties were previously understood.
Other important changes covered by this book include the updated version of the Combined Code, which applies to listed companies for accounting years beginning on or after 1 November 2006. At a European level, the Transparency Directive imposes obligations on listed companies to make further notifications to the market. For companies regulated by the Financial Services Authority, new developments affect the way in which the FSA supervises the conduct of directors.
More than a general corporate governance book, A Practitioner’s Guide to Directors’ Duties and Responsibilities is a high-level review of the UK law, written by an experienced team of practitioners from leading law firms. It is an essential publication for directors, their advisors and anyone wanting an informed and practical view of directors’ duties under the new Companies Act.
Content
Chapter 1
Introduction
Tim Boxell, Partner, Slaughter and May
Chapter 2
Appointments and Vacation of Office
Chris Hale, Partner, Travers Smith
Rachel Woodburn, Head of Professional Support, Travers Smith
Chapter 3
Directors’ Duties
Richard Slynn, Partner, Allen & Overy LLP
Chapter 4
Potential Liabilities
Michelle de Kluyver, Senior Associate, Allen & Overy LLP
Rosalind Nicholson, Barrister, 4 Stone Buildings
Chapter 5
Fair Dealing and Connected Persons
Vanessa Knapp, Partner, Freshfields Bruckhaus Deringer
Chapter 6
Services Contracts and Remuneration
John Farr, Partner, Herbert Smith LLP
Jemima Coleman, Professional Support Lawyer, Herbert Smith LLP
Chapter 7
Share Dealing by Directors and Connected Persons
Andrew Peck, Partner, Linklaters LLP
Chapter 8
Directors’ Powers and Proceedings
Caroline Carter, Partner, Ashurst
Chapter 9
Corporate Governance
Jonathan Marks, Partner, Slaughter and May
Chapter 10
Directors Facing Disputes
Michael Hatchard, Partner, Skadden, Arps, Slate, Meagher & Flom (UK) LLP
Chapter 11
Duties of Directors Facing Insolvency
Hamish Anderson, Partner, Norton Rose
Chapter 12
Regulatory Investigations
Angela Hayes, Partner, Lawrence Graham LLP
Chapter 13
Disqualification of Directors
David Allison, Barrister, 3-4 South Square
Stephen Robins, Barrister, 3-4 South Square
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