This chapter discusses the mechanics of the board of directors. It covers: the appointment of directors; eligibility for appointment as a director; defective appointments and the validity of acts of directors; publicity and the appointment of directors; acting as a board of directors; removal of directors; directors acting after their office is vacated; the rights of directors on termination of appointment; and directors’ disqualification.
Chapter
This chapter discusses the role of the directors and the board of directors as an organ of the company. It covers: the appointment of directors; eligibility for appointment as a director; defective appointments and the validity of acts of directors; publicity and the appointment of directors; acting as a board of directors; removal of directors; directors acting after their office is vacated; the rights of directors on termination of appointment; and directors’ disqualification.
Chapter
This chapter considers the law relating to company officers. This is a combination of statute, common law, and regulations under a company’s articles of association. The discussions cover the division of powers within a company; appointment of directors, managing directors, alternate directors, and shadow directors; retirement of directors; removal of directors from office; powers of directors; directors’ duties; statutory controls on directors; the directors and protection of outsiders; and the company secretary.
Chapter
17. Company Law II
Company Officers and Liabilities
This chapter discusses the rules relating to the officers of a company. It considers the meaning of ‘director’ and the position of the Board of Directors. It examines the appointment, retirement, and removal of directors and considers the powers of directors and their authority to act on behalf of the company. The chapter examines the general duties of directors, including the codified duties under the Companies Act 2006, and considers the effect of a breach of those duties. The appointment and the role of a company secretary and company auditors are examined. The chapter concludes with a discussion of the meaning of corporate governance.
Chapter
Lee Roach
This chapter describes the board of directors' role, including the powers of the board, the division of power between the board and the members, and how the directors exercise their powers. In smaller companies, directors will manage the company and will delegate little, if any, of their powers. In larger companies, the directors will set the strategic direction of the company and will delegate much of their managerial powers to sub-board level managers. The powers of the board are a matter for the company's articles, with most articles providing that the board is responsible for managing the company and may exercise all the company's powers. Moreover, a company's articles usually provide the directors with the ability to delegate their powers to others. The principal method by which the board exercises its managerial powers is via board meetings.
Chapter
This chapter describes the directors’ role, including the powers of the directors, the division of power between the directors and the members, and how the directors exercise their powers. In smaller companies, directors will manage the company and will delegate little, if any, of their powers. In larger companies, the directors will set the strategic direction of the company and will delegate much of their managerial powers to sub-board level managers. The powers of the directors are a matter for the company’s articles, with most articles providing that the directors are responsible for managing the company and that it may exercise all the company’s powers. Moreover, a company’s articles usually provide the directors with the ability to delegate their powers to others. The principal method by which the directors exercises their managerial powers is via board meetings.
Chapter
This chapter discusses the functioning of directors and their duties under common law and the Companies Act 2006 (CA 2006). Topics covered include: the scope and nature of directors’ general duties; the duty to act within powers; the duty to promote the success of the company; the duty to exercise independent judgement; the duty to exercise reasonable care, skill, and diligence; the duty to avoid conflicts of interest; the duty not to accept benefits from third parties; the duty to declare an interest in a proposed or existing transaction or arrangement; remedies for breach of general duties; relief from liability; ratification of acts of directors; relief from liability granted by the court; contracting out of liability; statutory rules requiring special notice or members’ approval for certain transactions; and secondary liability (liability of third parties associated with directors’ wrongs).
Chapter
This chapter discusses the functioning of directors and their duties under common law and the Companies Act 2006. Topics covered include: the scope and nature of directors’ general duties; the duty to act within powers; the duty to promote the success of the company; the duty to exercise independent judgement; the duty to exercise reasonable care, skill and diligence; the duty to avoid conflicts of interest; the duty not to accept benefits from third parties; the duty to declare an interest in a proposed or existing transaction or arrangement; remedies for breach of general duties; relief from liability; ratification of acts of directors; relief from liability granted by the court; contracting out of liability; statutory rules requiring special notice or members’ approval for certain transactions; and secondary liability (liability of third parties associated with directors’ wrongs).
Chapter
Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter focuses on company directors. Every private company must have at least one director, while every public company must have at least two. Directorsʼ duties are now found in the Companies Act 2006, which provides for seven general duties that directors owe to the company. A director’s term of office can terminate in several ways including resignation, retirement, or removal. The courts can also disqualify a person from acting as director.
Chapter
This chapter focuses on company directors. Every private company must have at least one director, while every public company must have at least two. Directorsʼ duties are now found in the Companies Act 2006, which provides for seven general duties that directors owe to the company. A director’s term of office can terminate in several ways including resignation, retirement, or removal. The courts can also disqualify a person from acting as director.
Chapter
This chapter deals with the board. It analyses the rationales, within different types of company, for the division of powers between (a) the shareholders and the board, and (b) the board and the senior management of the company. The second part of the chapter shows how the rules on the composition of the board (mainly to be found in the Corporate Governance Code) and the directors’ statutory core duty of loyalty fashion the accountability of the board. That accountability is primarily to the shareholders, but non-shareholder interests are recognised, in different ways, in both the Code and the statutory duty.
Chapter
This chapter explores the role of directors in corporate governance. Rules on appointment and removal of a company’s directors are considered, followed by public disclosure of the names of directors and their work as a board, their remuneration and their powers of management. The chapter also considers the legal categorisation of directors, whether as fiduciaries, agents or trustees; the relationship between directors and shareholders of public companies; transparency; and general legal principles regarding the board of directors. Relevant legislation such as the Companies Act 2006 and the UK Corporate Governance Code, as well as particularly significant court cases, are mentioned.
Chapter
This chapter explores the role of directors in corporate governance. Rules on appointment and removal of a company’s directors are considered, followed by public disclosure of the names of directors and their work as a board, their remuneration and their powers of management. The chapter also considers the legal categorisation of directors, whether as fiduciaries, agents or trustees; the relationship between directors and shareholders of public companies; transparency; and general legal principles regarding the board of directors. Relevant legislation such as the Companies Act 2006 and the UK Corporate Governance Code, as well as particularly significant court cases, are mentioned.
Book
Dr Lee Roach
Company Law provides an introduction to this topic. The text guides the reader through the intricacies of the subject with expert analysis of the application of principles to real-life cases. The chapters provide comprehensive coverage of all core aspects of company law. The relationship between company law and corporate governance is explored, ensuring that readers have a full picture of how and why companies are created and regulated. Topics include: the formation and nature of the company; the board of directors; membership of the company; and corporate rescue, restructuring, and insolvency.
Book
Lee Roach
Company Law guides the reader through the intricacies of the subject with expert analysis of the application of principles to real-life cases. The chapters provide comprehensive coverage of all core aspects of company law. The relationship between company law and corporate governance is explored, ensuring that readers have a full picture of how and why companies are create d and regulated. Topics include: the formation and nature of the company; the board of directors; membership of the company; and corporate rescue, restructuring, and insolvency; and new subjects such as the effects of the UK’s withdrawal from the European Union and the impact upon company law of the COVID-19 pandemic.
Chapter
This chapter examines the law on directors’ duties, as restated in the Companies Act 2006, other than the core duty of loyalty which is discussed in Chapter 2. It covers the duty of care, the duty to act within powers, the duty to exercise independent judgement, and, most importantly, the application of fiduciary duties to various types of conflict of interest. Many of the most interesting doctrinal questions about company law arise in this area and it is righly placed at the center of many company law courses. However, it may that other sets of rules, discussed in earlier chapters, are more important in practice in the regulation of internal company relations. In addition to the substantive law, the remedies available in respect of breaches are analysed, as is the freedom of shareholders to waive breaches of duty, both after and before the event.
Chapter
Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter deals with corporate management, focusing on those individuals who are responsible for making key strategic decisions within the company, namely the members of the board of directors. It begins by tracing the emergence of the professional managerial organ, with emphasis on the separation of ownership and control and the recognition of directorial autonomy. It then considers the relationship between directors and the general meeting, how directors are appointed, categories of directors, principle and policy governing directors’ remuneration, and the fiduciary nature of the office. The issues surrounding corporate governance are also examined, along with the approach of company law in the UK with regards to the structure and functions of the board of directors. Finally, the chapter discusses vacation, removal from office, and disqualification of directors as well as recent statutory reforms (the Small Business, Enterprise and Employment Act 2015) aimed at bolstering the disqualification regime.
Chapter
Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter deals with corporate management, focusing on those individuals who are responsible for making key strategic decisions within the company, namely the members of the board of directors. It begins by tracing the emergence of the professional managerial organ, with emphasis on the separation of ownership and control and the recognition of directorial autonomy. It then considers the relationship between directors and the general meeting, how directors are appointed, categories of directors, principle and policy governing directors’ remuneration, and the fiduciary nature of the office. The issues surrounding corporate governance are also examined, along with the approach of company law in the UK with regards to the structure and functions of the board of directors. Finally, the chapter discusses vacation, removal from office, and disqualification of directors as well as recent statutory reforms (the Small Business, Enterprise and Employment Act 2015 and the Rating (Coronavirus) and Directors Disqualification (Dissolved Companies) Act 2021) aimed at bolstering the disqualification regime.
