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Company Law

Company Law (6th edn)

Brenda Hannigan
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date: 01 December 2023

p. 1277. Board composition—appointment and removal of directorslocked

p. 1277. Board composition—appointment and removal of directorslocked

  • Brenda HanniganBrenda HanniganProfessor of Corporate Law, Law School University of Southampton


This chapter discusses the appointment and removal of directors. Directors are responsible for the management of the company’s business, for which purpose they may exercise all the powers of the company. This chapter considers three classes of directors: the de jure director, the de facto director, and the shadow director. It identifies the characteristics of each category and the liabilities which attach in the event that someone is classed as being a director. It also considers whether fiduciary duties are owed by shadow directors. The position of corporate directors is also considered. In addition, the remuneration of directors is addressed.

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