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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) IMPACT: Certain filing and registration deadlines are extended by temporary measures introduced to mitigate the consequences of...
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9th Nov
Practice notes
The underwriters or initial purchasers in an international securities offering will customarily require that the issuer's accountants provide one or...
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Produced in partnership with Peter Kohl of Hogan Lovells International LLP 12th Jan
Practice notes
This document provides accessible practical guidance and links to more comprehensive content in relation to class 1 transactions undertaken by UK...
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9th Nov
Practice notes
A minority member in a company does not have much power to influence its management or any majority member(s) and, therefore, sometimes their...
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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
The Quoted Companies Alliance (QCA) is an independent membership organisation that champions the interests of small to mid-sized quoted companies. One...
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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
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
Precedents
Please note that this precedent is for information only and is a memorandum setting out the details of the Model Code that was contained in the...
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9th Nov
Practice notes
This Practice Note outlines the written resolution method directors may adopt to take decisions instead of holding board meetings. It also considers...
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9th Nov
Practice notes
It is a fundamental rule of English company law that a limited company having a share capital must maintain that capital. This capital maintenance...
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Produced in partnership with Tessa Park of Moore Kingston Smith 12th Jan
Practice notes
As a corporation (as defined) has no physical presence, it must appoint an individual to attend and act on its behalf at a general meeting of a...
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9th Nov

Most recent Directors and company secretaries content

Q&As
The Companies Act 2006 (CA 2006) contains limited provisions in relation to, or regulating, directors’ decision-making. While the CA 2006, s 248...
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15th Feb
Q&As
In order to transfer A's rights and obligations under the existing loan, A, B and the company will need to enter into a novation agreement. For...
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15th Feb
Q&As
Special notice of 28 clear days (ie excluding the day on which notice is given and the day of the general meeting) of a proposed ordinary resolution...
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15th Feb
Q&As
Company law makes no distinction between a managing director and any other kind of director, and provides no definition of the term ‘managing...
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15th Feb
Q&As
The Companies Act 2006, s 250 (CA 2006) defines directors as including ‘any person occupying the position of director, by whatever name called’....
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15th Feb
Q&As
The directors of a company are responsible for the day-to-day management of a company. The directors are so empowered by the company's articles of...
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15th Feb
Q&As
This Q&A examines the confidentiality obligations directors and former directors owe to their companies. Produced in partnership with Daria...
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15th Feb
Q&As
Actions against directors can come from various sources, including:•the company—a director’s statutory duties are owed to the company pursuant to the...
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15th Feb
Q&As
Although private companies limited by shares are able to pass written resolutions, a general meeting must be convened where any resolution requiring...
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15th Feb
Q&As
A director’s right to inspect company booksStatutory rightsThere are no provisions under the Companies Act 2006 (CA 2006) which give the directors a...
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15th Feb
Q&As
This Q&A considers whether a director is able to grant a power of attorney to another director of the same company in light of the general rule that a...
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15th Feb
Q&As
This Q&A highlights some of the key duties that directors of private companies limited by shares owe to their companies when entering into or...
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15th Feb
Q&As
If, at any time and for any reason, a company does not have any directors, this may have serious consequences.It is usual for a company's articles of...
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15th Feb
Q&As
Subject to any restriction in the company's articles of association there is no limit on the number of individual or corporate company secretaries...
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15th Feb
Q&As
A company’s articles will usually contain provisions relating to the proceedings at board meetings, including notice, quorum, conflicts and permitted...
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15th Feb
Q&As
It is assumed for the purpose of this Q&A that the company has adopted articles of association in the form of Table A as set out in the schedule to...
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15th Feb
Q&As
For the purposes of this Q&A, we have assumed the company is incorporated in England and Wales and as such the Companies Act 2006 (CA 2006) applies...
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15th Feb
Q&As
Documents executed as deeds must be expressed as being executed by the company. A document will be deemed to be executed as a deed if it is duly...
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15th Feb

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