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Chapter

Cover Company Law

7. Classifications of director  

This chapter assesses what a director is and the different types of director that exist. Section 250 of the Companies Act 2006 (CA 2006) provides that a director ‘includes any person occupying the position of director, by whatever name called’. A person validly appointed as a director is known as a de jure director, whereas a person who has not been validly appointed, but who acts as a director, is known as a de facto director. A shadow director is ‘a person in accordance with whose directions or instructions the directors of a company are accustomed to act’. Other types of director include executive director, non-executive director, and alternate director. Meanwhile, certain persons such as major shareholders or creditors may have power to nominate a person to the board, and this nominated person is known as a nominee director. Many companies appoint some of their directors to specific board roles.

Chapter

Cover Company Law

6. Corporate governance—board structure and shareholder engagement  

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. The 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.

Chapter

Cover Company Law

7. Board composition—appointment and removal of directors  

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.

Chapter

Cover Introduction to Business Law

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

Cover Sealy & Worthington's Text, Cases, and Materials in Company Law

6. Corporate Governance  

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

Cover Sealy & Worthington's Text, Cases, and Materials in Company Law

8. Remedies for Maladministration of the Company  

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

Cover Company Law

15. Directors’ liabilities and vulnerable transactions on insolvency  

This chapter considers directors’ liabilities on a company going into insolvency. Redress for breach of duty by directors is available through summary action for misfeasance (IA 1986, s 212), fraudulent trading (ss 213, 246ZA), and wrongful trading (ss 214, 246ZB). The scope of these provisions is considered in detail together with the relevant case law. Wrongful trading is potentially a valuable remedy but it is somewhat underused. It may be advantageous instead to challenge certain transactions by the directors prior to insolvency; for example, as transactions at an undervalue (s 238) or preferences (s 239). More broadly, the overall conduct of the directors is reviewed in order to determine whether disqualification is appropriate on the grounds, usually, that they are unfit. All of these matters are addressed in this chapter.

Chapter

Cover Concentrate Questions and Answers Company Law

12. Mixed Topic Questions  

The Concentrate Questions and Answers series offers the best preparation for tackling exam questions and coursework. Each book includes typical questions, suggested answers with commentary, illustrative diagrams, guidance on how to develop your answer, suggestions for further reading, and advice on exams and coursework. This chapter looks at mixed topic questions and provides four example questions and suggested answers. The questions require the consideration of a variety of topics, including: directors’ duties, shareholder remedies, derivative claims, unfair prejudice, de facto and shadow directors, corporate personality, lifting/piercing the veil of incorporation, pre-incorporation contracts, wrongful trading, disqualification, and the articles of association.

Chapter

Cover Company Law

10. Directors’ duties I: duties of performance  

This chapter studies the codification of the director’s duties, how breach of duty can be avoided, and the duties in ss 171–74 of the Companies Act 2006 (CA 2006). Sections 171–74 of the CA 2006 provide that a director is under a duty to act in accordance with the company’s constitution; a duty to act in a way that would promote the success of the company; a duty to exercise independent judgement; and a duty to exercise reasonable skill, care, and diligence. Ultimately, the standard expected under s 174 is that of a reasonably diligent person with the general knowledge, skill, and experience that the director has. Meanwhile, a breach of duty may be avoided if the breach is approved or authorized, ratified under s 239, or if the court relieves the director of liability under s 1157.

Chapter

Cover Company Law Concentrate

4. Directors  

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

Cover Company Law Concentrate

6. Corporate governance  

This chapter discusses the UK corporate governance system and some of the key corporate governance topics. It begins by looking at what corporate governance is and how the UK’s corporate governance system has evolved. The chapter then discusses the effectiveness of the ‘comply or explain’ approach. It also discusses a number of key corporate governance mechanisms, namely institutional investors, non-executive directors, and directors’ remuneration.

Chapter

Cover Company Law Concentrate

4. Directors  

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

Cover Company Law Concentrate

6. Corporate governance  

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 discusses the UK corporate governance system and some of the key corporate governance topics. It begins by looking at what corporate governance is and how the UK’s corporate governance system has evolved. The chapter then discusses the effectiveness of the ‘comply or explain’ approach. It also discusses a number of key corporate governance mechanisms, namely institutional investors, non-executive directors, and directors’ remuneration.

Book

Cover Company Law

Brenda Hannigan

Company Law brings clarity and analysis to the ever-changing landscape of this field. The text aims to capture the dynamism of the subject, places the material in context, highlights its relevance and topicality, and guides readers through all the major issues. From incorporation through to liquidation and dissolution, the work explores the workings of the corporate entity. The book is divided into five distinct sections covering corporate structure (including legal personality and constitutional issues), corporate governance (including directors’ duties and liabilities), shareholders’ rights and remedies (including powers of decision-making and shareholder petitions), corporate finance (including share and loan capital), and corporate insolvency.

Chapter

Cover Company Law

11. Duty of care, skill, and independent judgment  

In addition to their fiduciary obligations, directors are subject to duties of care and skill. This chapter discusses the statutory standard of care, skill, and diligence; the content of the duty; and the duty to exercise independent judgement. In looking at care and skill, key issues are the extent to which delegation is possible and the degree to which the delegating director must maintain a residual duty of supervision. The chapter considers the law’s expectations of executive and non-executive directors, including the level of knowledge that they must bring to bear and examines how the standard required reflects their differing roles in the management of the business.

Book

Cover Company Law Concentrate
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. Company Law Concentrate helps readers to consolidate knowledge in this area of law. This seventh edition has been fully updated and includes coverage of the Economic Crime and Corporate Transparency Bill/Act 2023, the Law Commission’s review of corporate criminal liability, and the Corporate Insolvency and Governance Act 2023. Case law updates include BTI 2014 LLV v Sequana SA [2022], Okpabi v Royal Dutch Shell plc [2021], Sevilleja v Marex Financial Ltd [2020], and WM Morrison Supermarkets plc v Various Claimants [2020]. Chapters examine business structures, incorporation, the constitution of the company, directors, members, corporate governance, capital and capital maintenance issues, members’ remedies, and corporate rescue and liquidation.

Book

Cover Company Law Concentrate
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. Company Law Concentrate helps readers to consolidate knowledge in this area of law. This sixth edition has been fully updated and includes coverage of the 2018 UK Corporate Governance Code, the Wates Corporate Governance Principles, the UK Stewardship Code 2020, the Companies (Miscellaneous Reporting) Regulations 2018, and the reforms proposed following the consultation on insolvency and corporate governance. Case law updates include BAT Industries plc v Sequana SA [2019], Burnden Holdings (UK) Ltd v Fielding [2019], Popely v Popely [2019], and Vedanta Resources plc v Lungowe [2019]. Chapters examine business structures, incorporation, the constitution of the company, directors, members, corporate governance, capital and capital maintenance issues, members’ remedies, and corporate rescue and liquidation.

Chapter

Cover Mayson, French & Ryan on Company Law

15. Directors  

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

Cover Mayson, French, and Ryan on Company Law

15. Directors  

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

Cover Introduction to Company Law

2. The Board  

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.