Powers, duties and liabilities of directors

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Practice notes
A director who is in any way, directly or indirectly, interested in:•a proposed transaction or arrangement with the company of which they are a...
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9th Nov
Practice notes
This Practice Note summarises the traditional fiduciary duties of company directors, including the duty to act in the best interests of the company,...
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9th Nov
Practice notes
Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other administrative procedures have been...
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9th Nov
Practice notes
What is an unregistered company?An unregistered company is a rare form of incorporated company that is not formed or registered under the Companies...
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9th Nov
Practice notes
A ratchet in private equity is a mechanism to vary the amount of equity held by founders, managers and employees post-investment.In a venture capital...
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9th Nov
Practice notes
This Practice Note explains the cash box structure and the principles behind its use in connection with a proposed placing by a public limited company...
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Produced in partnership with Danette Antao of Hogan Lovells and Maegen Morrison of Hogan Lovells 12th Jan
Practice notes
Shares in a company may be allotted or transferred to any number of holders (whether they are natural persons or corporate entities) to be held...
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9th Nov
Practice notes
The Prospectus Regulation (EU) 2017/1129 came into force on 20 July 2017 and its provisions came fully into effect in Member States on 21 July 2019....
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9th Nov
Practice notes
A company having a share capital may have separate classes of shares. As a general rule, a type of share will form a separate class from other shares...
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9th Nov
Practice notes
This Practice Note is part of the Share purchase transaction toolkit.In order to effect all aspects of the transaction, each share purchase...
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9th Nov
Practice notes
This Practice Note examines the law and practice on giving irrevocable commitments or undertakings or letters of intent in the context of a public...
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9th Nov
Practice notes
A demerger is a transaction whereby a business carried on by a company within a group is taken out of that group and run under separate management but...
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9th Nov
Practice notes
This Practice Note describes the legal issues that may arise where there is a gap in time between exchange/signing (at which time the share purchase...
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9th Nov
Practice notes
IntroductionA most favoured nation (MFN) clause entitles an investor to have visibility of side letter entitlements of other investors in the private...
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Produced in partnership with William Jones of RPC 12th Jan
Practice notes
This Practice Note considers the unique contractual status of the articles of association between the company and its members, primarily under s 33(1)...
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9th Nov
Precedents
The [Secretary OR Directors][insert company name][insert company address][Insert date]Dear [[insert name] OR Company Secretary]Re: [insert company...
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9th Nov

Most recent Powers, duties and liabilities of directors content

Practice notes
This Practice Note outlines some of the key considerations when dealing with claims concerning company directors. It addresses the definition of a...
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13th Apr
Precedents
Ordinary resolution:That [each of the directors OR [each of ][insert name(s) of relevant director(s)]] be and [is OR are] hereby authorised at any...
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9th Apr
Precedents
1Directors’ conflicts of interest1.1Subject to the provisions of the Companies Act 2006 and provided that they have disclosed to the directors the...
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9th Apr
Practice notes
FORTHCOMING DEVELOPMENT: On 11 February 2019, the DWP published its response to the consultation ‘Protecting Defined Benefit Pension Schemes—A...
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9th Apr
Practice notes
General duties under the Companies Act 2006Section 172(1) of the Companies Act 2006 (CA 2006) creates a general duty on a director to:‘… act in the...
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Produced in partnership with Nicholas Ostrowski of Six Pump Court 9th Apr
Practice notes
The directors of a company are responsible for the day-to-day management of that company.The directors make decisions on behalf of the company in...
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8th Apr
Practice notes
AAlternate directorAn individual (whether another director or any other person) appointed by a director to exercise that director’s powers and carry...
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8th Apr
Practice notes
This Practice Note describes the criminal offences that are of most relevance to company directors, and:•focuses on offences which an individual...
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8th Apr
Practice notes
Directors are the agents of a company who manage its day-to-day business and owe a number of duties to it. Many of those duties have been developed...
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8th Apr
Practice notes
This Practice Note outlines common post board meeting formalities that are usually undertaken after directors’ meetings. It examines the preparation...
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8th Apr
Practice notes
This Practice Note considers how directors convene board meetings under the model articles for private companies limited by shares and public...
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8th Apr
Practice notes
This Practice Note summarises the traditional fiduciary duties of company directors, including the duty to act in the best interests of the company,...
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8th Apr
Practice notes
This Practice Note considers the power and authority of directors to make decisions, whether as a full board or as part of a committee. It also...
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8th Apr
Practice notes
This Practice Note examines typical conduct at board meetings, and considers the role of the chair in presiding over board meetings, quorum and voting...
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8th Apr
Practice notes
The duty to promote the success of the company is one of the general duties owed to a company by its directors under the Companies Act 2006 (CA 2006)....
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8th Apr
Practice notes
This Practice Note assumes the following:•the corporate vehicle for the joint venture is a private limited liability company•none of the shareholders...
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8th Apr
Practice notes
Directors, and in some cases shadow directors, owe numerous duties to a company. Many of those duties have been developed by the courts over hundreds...
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8th Apr
Practice notes
Unlike company general meetings and annual general meetings (AGMs), there are no specific provisions in the Companies Act 2006 (CA 2006) regulating...
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8th Apr
Practice notes
A director who is in any way, directly or indirectly, interested in:•a proposed transaction or arrangement with the company of which they are a...
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8th Apr
Practice notes
A director who is in any way, directly or indirectly, interested in:•a proposed transaction or arrangement with the company of which they are a...
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8th Apr

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