Powers, duties and liabilities of directors

Powers, duties and liabilities of directors guidance:

1 Directors’ conflicts of interest 1.1 Subject to the provisions of the Companies Act 2006 and provided that they have disclosed to the directors the nature and extent of...

Precedents

Every director of a company owes a number of duties to the company they are appointed to. Many of those duties have been developed by the courts over hundreds of years....

Precedents

This Practice Note outlines some of the key considerations when dealing with claims concerning company directors. It addresses the definition of a director, the likely...

Practice Note

FORTHCOMING DEVELOPMENT: On 11 February 2019 the DWP published its response to the consultation ‘Protecting Defined Benefit Pension Schemes—A Stronger Pensions Regulator’...

Practice Note

This Practice Note assumes the following: • the corporate vehicle for the joint venture is a private limited liability company • none of the shareholders of the joint...

Practice Note

The directors [Insert name of company] ([Company]) [Insert address] [Insert date] Dear [Directors], General notification of interest in a proposed transaction or...

Precedents

The directors [Insert name of company][(Company)] [Insert address] [Insert date] Dear [Directors], Declaration of interest in a proposed transaction or arrangement In...

Precedents

The Directors [Insert name of company][(Company)] [Insert address] [Insert date] Dear [Directors], General notification of interest in an existing transaction or...

Precedents

The directors [Insert name of company] ([Company]) [Insert address] [Insert date] Dear [Directors], Declaration of interest in an existing transaction or arrangement In...

Precedents

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 director, or • a...

Practice Note

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 director, or • a...

Practice Note

1 Declaration of interests 1.1 [The Chair drew the attention of the Meeting to: 1.1.1 [a declaration of interest by notice in writing from [insert name of director] dated...

Precedents

A Alternate directorAn individual (whether another director or any other person) appointed by a director to exercise that director’s powers and carry out that director’s...

Practice Note

This Practice Note describes the criminal offences that are of most relevance to company directors, and: • focuses on offences which an individual commits as a principal...

Practice Note

Directors of companies which become, or are likely to become, insolvent are under a duty to maximise the return to the company’s creditors. The relevant statutory...

Practice Note

A director of a company limited by shares is exposed to a wide range of potential liabilities that could arise as a result of their acts or omissions carried out during...

Practice Note

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 of years from more...

Practice Note

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 over hundreds of years...

Practice Note

The main directors’ duties developed by the courts were set out in statute for the first time in the Companies Act 2006 (CA 2006), ss 171–177 and all of those statutory...

Practice Note

The main directors’ duties developed by the courts were set out in statute for the first time in sections 171–177 of the Companies Act 2006 (CA 2006), and all of those...

Practice Note

Directors are the agents of a company who manage its day-to-day business and owe a number of duties to it. The Companies Act 2006 (CA 2006) codified for the first time...

Practice Note

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). For an introduction...

Practice Note

This Practice Note examines typical conduct at board meetings, and considers the role of the chair in presiding over board meetings, quorum and voting requirements under...

Practice Note

This Practice Note considers how directors convene board meetings under the model articles for private companies limited by shares and public companies limited by shares...

Practice Note

This Practice Note outlines common post board meeting formalities that are usually undertaken after directors’ meetings. It examines the preparation of board minutes and...

Practice Note

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 considers directors’...

Practice Note

This Practice Note outlines the written resolution method directors may adopt to take decisions instead of holding board meetings. It also considers how sole directors...

Practice Note

These training materials consist of template PowerPoint slides that can be used as the basis of one or more training seminars in relation to directors’ duties and...

Practice Note

General duties under the Companies Act 2006 Section 172(1) of the Companies Act 2006 (CA 2006) creates a general duty on a director to: ‘… act in the way he considers, in...

Practice Note

Directors of companies which become, or are likely to become, insolvent face additional considerations and are under a duty to minimise losses to the company’s creditors....

Practice Note