Powers, duties and liabilities of directors

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Practice notes
Authorised share capital—continued relevanceThe allotment of shares is governed by the Companies Act 2006 (CA 2006). The requirements that apply...
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19th May
Practice notes
Returning capital to shareholders—B share schemesWhat is a B share scheme and why is it used?A B share scheme is one method used by UK companies to...
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Produced in partnership with Glafkos Tombolis 19th May
Practice notes
Private companies limited by sharesWhat is a private company limited by shares?A private company limited by shares is a legal entity which is separate...
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19th May
Practice notes
DTR Resource Note—DTR 5—Vote Holder and Issuer Notification RulesThis Resource Note outlines the main provisions of Chapter 5 of the Disclosure...
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19th May
Practice notes
Disclosure Guidance and Transparency Rules trackerLast updated March 2021Tracker overviewThis Disclosure Guidance and Transparency Rules (DTR) tracker...
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19th May
Practice notes
The Duomatic principleThe principle definedCompany decisions are made by way of resolutions of the shareholders. There are three ways in which a...
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Produced in partnership with Philip Hinks of 3 Verulam Buildings (3VB) 19th May
Q&As
Can a company with Table A articles conduct board meetings via telephone?Companies should comply with their articles of association in relation to the...
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19th May
Practice notes
Class 1 transactions—fundamentalsThis document provides accessible practical guidance and links to more comprehensive content in relation to class 1...
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19th May
Practice notes
The Transparency DirectiveThis Practice Note provides an overview of the implementation of and key changes introduced by the EU Transparency Directive...
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Produced in partnership with Mr Darragh Connell of Forum Chambers 19th May
Practice notes
G20/OECD Principles of Corporate GovernanceThis Practice Note discusses the Principles of Corporate Governance (Principles) published by the Group of...
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Produced in partnership with Professor Brenda Hannigan of University of Southampton 19th May
Q&As
Will a redesignation of shares constitute a variation of class rights?A redesignation of shares involves a change in the name of some or all of a...
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Produced in partnership with Julian Henwood of Gowling WLG 19th May
Q&As
What is the process for a redesignation of shares?This Q&A examines how a company may carry out a redesignation of shares, meaning a change in the...
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19th May
Practice notes
Financial assistance—a quick guideThe Companies Act 2006 (CA 2006) prohibits: •a public company (or its subsidiary) from giving financial assistance...
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19th May
Practice notes
Break fees—share purchaseThe nature and purpose of break feesBreak fees are generally designed to compensate one party’s legal and professional costs...
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19th May
Precedents
The Directors[insert company name][insert company address][insert date]Dear Directors,[insert company name] Limited (the Company)[I, OR We,][insert...
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19th May
Practice notes
Matters reserved for the boardThe UK Corporate Governance Code (UKCG Code) of the Financial Reporting Council (FRC) sets out standards of good...
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19th May

Most recent Powers, duties and liabilities of directors content

Practice notes
Directors’ duties: companies in financial difficultiesDirectors of companies which become, or are likely to become, insolvent face additional...
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21st Jul
Practice notes
Claims against directors—key considerations for dispute resolution practitionersThis Practice Note outlines some of the key considerations when...
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12th Jul
Precedents
Letter to directors in an insolvency situation warning of main legal risksCoronavirus (COVID-19) and the Corporate Insolvency and Governance Act...
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8th Jul
Practice notes
Contribution notices (CNs)FORTHCOMING DEVELOPMENT 1: On 28 June 2021, the Department for Work and Pensions (DWP) published a response to its...
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5th Jul
Practice notes
The Pensions Regulator’s moral hazard powers—what should company directors look out for?FORTHCOMING DEVELOPMENT 1: On 28 June 2021, the Department for...
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Produced in partnership with Barry Gibb of Hill Dickinson LLP 5th Jul
Q&As
Where a company is entering into a deed of indemnity with its directors, is it possible for all of the directors to be party to the same document as...
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23rd Jun
Practice notes
Financial support directions (FSDs)FORTHCOMING DEVELOPMENT: On 11 February 2019, the DWP published its response to the consultation ‘Protecting...
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7th Jun
Q&As
What duties do former directors owe to companies of which they were directors?This Q&A considers what duties former directors owe to a companies of...
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5th Jun
Q&As
Do you need a chair for a board meeting?The Companies Act 2006 contains limited provisions in relation to, or regulating, directors’ decision-making....
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5th Jun
Q&As
What are directors’ duties for persons holding multiple directorships within a corporate group?Directors owe various duties to the companies of which...
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5th Jun
Q&As
Can you remove a person as a director under section 168 of the Companies Act 2006 where the articles effectively require the consent of the...
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5th Jun
Q&As
What confidentiality obligations do directors (and former directors) owe their companies?This Q&A examines the confidentiality obligations directors...
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5th Jun
Q&As
Does a grant of share options to all the directors of a company require an ordinary resolution of the members to disapply the conflict provisions...
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5th Jun
Q&As
Do you have any guidance on the issues that need to be considered when a private company is entering into a transaction with one of its...
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5th Jun
Q&As
Why should a dissenting director attend a board meeting where they know the proposed business of the meeting will be passed by the majority of the...
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5th Jun
Q&As
Is it necessary to keep a physically signed hard copy of digital board minutes or is the electronically ‘signed’ version sufficient?Section 248 of the...
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5th Jun
Q&As
Can a sole director of a company hold a board meeting with himself as the sole attendee?This Q&A considers the situation where a private company...
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5th Jun
Q&As
Can a director grant a power of attorney to another director?This Q&A considers whether a director is able to grant a power of attorney to another...
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5th Jun
Q&As
Where the sole shareholder and director of a private limited company (with 1985 Table A articles) has died, will his shares be transmitted to his...
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5th Jun

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