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.
Simon Mortimore QC
Oxford University Press
Country of Publication:
3rd Revised edition
23 February 2017
Professional and scholarly
I. INTRODUCTION 1: Simon Mortimore QC: Historical Introduction to the Law Relating to the Duties and Liabilities of Directors 2: Simon Mortimore QC: The Current Legal Framework Relating to Directors 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: Thomas Chacko: Directors and Tax III. THE GENERAL DUTIES OF DIRECTORS 10: Mark Arnold QC: General Duties of Directors 11: Marcus Haywood: Duty to Act with Powers 12: Mark Arnold QC and Marcus Haywood: Duty to Promote the Success of the Company 13: Marcus Haywood: The Duty to Exercise Independent Judgment 14: Mark Arnold QC: The Duty to Exercise Reasonable Care, Skill, and Diligence 15: Mark Arnold QC and Marcus Haywood: Duties to Avoid Conflicts of Interest 16: Marcus Haywood: Duty not to Accept Benefits from Third Parties 17: Lloyd Tamlyn and Marcus Haywood: Duty to Declare Interest in Transaction or Arrangement 18: Lloyd Tamlyn: Transactions with Directors Requiring Approval of Members IV. DIRECTORS' PARTICULAR FUNCTIONS AND DUTIES 19: Antony Zacaroli QC: The Company's Remedies for Breach of Directors' General Duties 20: Blair Leahy and Andrew Feld: Directors' Liabilities: Exemption, Indemnification, and Ratification 21: Stuart Hill: Directors Liabilities: Provision of Insurance 22: Georgina Peters: Members' Personal and Derivative Claims 23: Adam Al-Attar: Members Unfair Prejudice Claims and Winding-up Petitions 24: Lexa Hilliard QC: Liabilities of Directors to Third Parties V. DIRECTORS' PARTICULAR FUNCTIONS AND DUTIES 25: Hannah Thornley: Decision-making by Members 26: Stephen Robins: Accounting Records and Disclosure Requirements 27: Stephen Robins: Capital and Distributions 28: Tom Smith QC: Reorganizations and Takeovers 29: Henry Legge QC: Pension Schemes VI. PUBLIC INTEREST AND INSOLVENCY PROCEEDINGS 30: Glen Davis QC: Investigations and Public Interest Winding-up Petitions 31: Robert Amey: Disqualification Proceedings 32: Glen Davis QC and Robert Amey: Civil Penalties for Market Abuse 33: Charlotte Cooke: Directors' Functions and Duties in Insolvency Proceedings 34: Charlotte Cooke: Directors' Liabilities in Insolvency Proceedings 35: Clare Sibson QC: Criminal Liability of Directors VI. DIRECTORS OF FOREIGN COMPANIES 36: Tom Smith QC: Duties and Liabilities of Directors of Foreign Companies
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.
Reviews for Company Directors: Duties, Liabilities, and Remedies
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 * Already thoughtful and influential, edition two establishes Mortimore on Company Directors as an essential textbook. I don't like it to be too far away. * Robert Turner, Simmons and Simmons LLP * Review from previous edition This comprehensive compendium of the duties and liabilities of directors ought to find a place on the bookshelf of any serious practitioner professing to advise on matters relating to the duties and liabilities of directors ... it provides a ready source of authorities dealing with all aspects of the law relating to directors duties and liabilities and includes references to authorities from overseas jurisdictions. It cannot be recommended too highly. * Terence Mowschenson QC, Wilberforce Chambers * This third edition has been properly described as a 'complete reference work on the law relating to company directors' and it remains the first port of call for all serious corporate lawyers and academics covering this subject. * Phillip Taylor MBE and Elizabeth Taylor, The Barrister *