Company Directors

Duties, Liabilities, and Remedies

Third Edition

Edited by Simon Mortimore QC

The most authoritative and comprehensive single-volume work on directors' duties
Covers specialist topics such as directors and taxation, and directors' liability to third parties, including in the event of insolvency
The description and analysis is also relevant to jurisdictions where company law follows the UK model, such as Australia, New Zealand, Hong Kong, Singapore, the British Virgin Islands, Bermuda, Cayman Islands, and the Channel Islands, and includes analysis of Commonwealth case law to illuminate specific topics

New to this Edition:

An entirely new chapter on civil penalties (including injunctions and restitution orders) for market abuse, describing the provisions of the Market Abuse Directive which came into force in July 2016
A rewritten chapter on directors' disqualification, reflecting the extensive reforms made by the Small Business, Enterprise and Employment Act 2015
Also covers the new UK Corporate Governance Code and Part 7 of the Financial Services Act 2012 concerning criminal sanction for misleading statements and practices
Expanded analysis of a director's exposure to third-party claims and of multiple derivative claims

Company Directors

Duties, Liabilities, and Remedies

Third Edition

Edited by Simon Mortimore QC

Description

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.

Company Directors

Duties, Liabilities, and Remedies

Third Edition

Edited by Simon Mortimore QC

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

Company Directors

Duties, Liabilities, and Remedies

Third Edition

Edited by Simon Mortimore QC

Author Information

Edited by Simon Mortimore QC, Barrister, South Square Chambers

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.

Contributors:

Adam Al-Attar, South Square Chambers
Robert Amey, South Square Chambers
Mark Arnold QC, South Square Chambers
Edward Brown, Essex Court Chambers
Thomas Chacko, Pump Court Tax Chambers
Charlotte Cooke, South Square Chambers
Glen Davis QC, South Square Chambers
Andrew Feld, 20 Essex Street
Adam Goodison, South Square Chambers
Martin Griffiths QC, Essex Court Chambers
Marcus Haywood, South Square Chambers
Stuart Hill, Wynterhill LLP
Lexa Hilliard QC, Wilberforce Chambers
Blair Leahy, 20 Essex Street
Henry Legge QC, 5 Stone Buildings
Simon Mortimore QC, South Square Chambers
Georgina Peters, South Square Chambers
Stephen Robins, South Square Chambers
Clare Sibson QC, Cloth Fair Chambers
Tom Smith QC, South Square Chambers
Lloyd Tamlyn, South Square Chambers
Hannah Thornley, South Square Chambers
William Willson, South Square Chambers
Antony Zacaroli QC, South Square Chambers

Company Directors

Duties, Liabilities, and Remedies

Third Edition

Edited by Simon Mortimore QC

Reviews and Awards

"This comprehensive work is an invaluable addition to every company lawyer's library and it will be a first point of reference for many. It is very clearly written and it combines within one volume all the material which the busy practitioner will need to refer to from time to time." - Professor Brenda Hannigan, University of Southampton (International Company and Commercial Law Review, 2018)

"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

"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

"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

"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