A Practitioner's Guide to Directors' Duties and Responsibilities

Fully updated in light of the Companies Act 2006, this third edition of "A Practitioner's Guide to Directors' Duties and Responsibilities" provides practical advice and guidance on the many and varied responsibilities of UK directors. The legal and regulatory environment for directors is much changed since the second edition of this Guide was published. The introduction of the Companies Act 2006 has codified directors' duties, providing for the first time a statutory statement of what these duties are. Responses to the Company Law Steering Group were largely in favour of codification on the grounds of greater transparency. However, the legal obligations of directors remain complex and challenging. Although the new statutory duties replace the existing case law, common law principles still apply to interpreting them. Concerns remain because the wording in the legislation does not necessarily correlate with how the duties were previously understood.Other important changes covered by this book include the updated version of the Combined Code, which applies to listed companies for accounting years beginning on or after 1 November 2006. At a European level, the Transparency Directive imposes obligations on listed companies to make further notifications to the market. For companies regulated by the Financial Services Authority, new developments affect the way in which the FSA supervises the conduct of directors. More than a general corporate governance book, "A Practitioner's Guide to Directors' Duties and Responsibilities" is a high-level review of the UK law, written by an experienced team of practitioners from leading law firms. It is an essential publication for directors, their advisors and anyone wanting an informed and practical view of directors' duties under the new Companies Act.

Table of Contents:
Chapter 1IntroductionTim Boxell, Partner, Slaughter and MayChapter 2Appointments and Vacation of OfficeChris Hale, Partner, Travers SmithRachel Woodburn, Head of Professional Support, Travers SmithChapter 3Directors' DutiesRichard Slynn, Partner, Allen & Overy LLPChapter 4Potential LiabilitiesMichelle de Kluyver, Senior Associate, Allen & Overy LLPRosalind Nicholson, Barrister, 4 Stone BuildingsChapter 5Fair Dealing and Connected PersonsVanessa Knapp, Partner, Freshfields Bruckhaus DeringerChapter 6Services Contracts and RemunerationJohn Farr, Partner, Herbert Smith LLPJemima Coleman, Professional Support Lawyer, Herbert Smith LLPChapter 7Share Dealing by Directors and ConnectedPersonsAndrew Peck, Partner, Linklaters LLPChapter 8Directors' Powers and ProceedingsCaroline Carter, Partner, AshurstChapter 9Corporate GovernanceJonathan Marks, Partner, Slaughter and MayChapter 10Directors Facing DisputesMichael Hatchard, Partner, Skadden, Arps, Slate, Meagher & Flom (UK) LLPChapter 11Duties of Directors Facing InsolvencyHamish Anderson, Partner, Norton RoseChapter 12Regulatory InvestigationsAngela Hayes, Partner, Lawrence Graham LLPChapter 13Disqualification of DirectorsDavid Allison, Barrister, 3-4 South SquareStephen Robins, Barrister, 3-4 South Square