Dispute Resolution analysis: This decision involved a breach in fiduciary duty by the defendants as a result of them having appropriated a business opportunity from the claimant. The breach stemmed from the employment of the claimant by the family of a Georgian billionaire following his death to assist in recovering the assets of his estate. There was a subsequent falling out, with the defendants (who were at one point under the employ of the claimant) pursuing the opportunity alone. The Court of Appeal concluded with the defendants having unsuccessfully arguing that the temporal scope of the account for profits should be limited, and having to account for circa 75% of the profits they had made following their fiduciary breach. Aaron Mayers, barrister at 3 Paper Buildings, examines the case.

Where statutes create offences which are likely to be committed by corporations it is common for them to provide that any director, manager, secretary or similar officer may, as well as the body corporate, be guilty of the offence.

Restructuring & Insolvency analysis: The Court of Appeal, when applying English case law to the liquidation of a BVI registered company, held that while a director’s duties mostly end on liquidation, similar fiduciary duties arise when a director is an intermeddler. The director is not at liberty to deal with the assets of the company which should be handed to the liquidator to deal with. In effect, a director has duties after liquidation which, while different to those in existence before liquidation, can nonetheless leave the director open to a claim by the liquidator if they cause any loss or damage to the company in liquidation. Written by Mark Sands, Head of Insolvency at Apex Litigation Finance Limited.

Restructuring & Insolvency analysis: TMG Brokers Ltd, acting by its liquidators, together with the liquidators as office-holders, sought declarations and consequential relief against the first and second respondent directors of the company who were said to be accountable for monies paid to or for their benefit by the company rather than for the benefit of the company. In the case of certain payments, relief was sought on the basis that the payments were ultra vires, disguised distributions of capital, or that in causing or permitting them the respondents had acted in breach of their fiduciary duties as directors. In the case of other payments, the claim was on the basis only of breach of fiduciary duties. The case provides a useful summary of the law, although the directors were unrepresented and appear to have raised little by way of real argument. Written by Frances Coulson, partner, at Moon Beever LLP.

Ireland-Corporate analysis: This article, was written by A&L Goodbody LLP’s Corporate & M&A Team. In exceptional cases a non-party can be held personally liable for litigation costs. We examine a recent English case where directors were made personally liable for the costs of defending a winding up petition.

Ireland—Corporate analysis: This article, was written byA&L Goodbody LLP’s Corporate Team. The High Court restricted two directors for five years for failing to act responsibly and in the interests of their company, allowing debts to accumulate without a means of discharging them.

An insurance policy taken out by or on behalf of a company's directors and officers to cover against liabilities that could arise as a result of acts or omissions carried out by the directors and officers during the course of the company's business.

A disqualification order is made to protect the public from those who, for reasons of dishonesty, naivety or incompetence, abuse their role and status as a director. The criminal courts in England and Wales have the power to make a director disqualification order under the Company Directors Disqualification Act 1986 (CDDA 1986): • where an offender has been convicted of an indictable offence, tried either on indictment or summarily, in connection with the promotion, formation, management or liquidation or striking off of a company, or • where an offender has been convicted of an offence involving a failure to file documents with, or give notice to, the registrar of companies and also has been the subject of three default orders or convictions in the preceding five years Practitioners should therefore consult the Sentencing Council’s offence specific guidelines, which indicate whether a director disqualification order is available following conviction. These guidelines provide a concise overview of the circumstances in which a director disqualification order can be made, the period for which it can

Pre-action investigation and protocol Who brings proceedings under section 6 of the Company Directors Disqualification Act 1986? All proceedings under section 6 of the Company Directors Disqualification Act 1986 (CDDA 1986) are brought by the Secretary of State for Business and Trade (SoS), working within the Department for Business, Innovation, Science and Trade. In practice, the functions of the SoS are carried out by the Insolvency Service. Proceedings will either be brought in the name of the SoS or by the official receiver (OR) under the SOS’s direction (only in compulsory winding up cases). Both exercise the same functions and for ease when we refer to SoS in this Practice Note, we also include the OR. Note also that directors of dissolved companies that have not been through an insolvency process can also be disqualified under CDDA 1986, s 6 following amendments to this provision by the Rating (Coronavirus) and Directors Disqualification (Dissolved Companies) Act 2021, though such disqualifications fall outside the scope of this Practice Note. Against a 'director of an insolvent

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 by the courts from more general common law rules and equitable principles. The main directors’ duties developed by the courts were set out in statute for the first time in sections 171 to 177 of the Companies Act 2006 (CA 2006) and those statutory duties (general duties) are: • the duty of a director to act in accordance with the company's constitution and only exercise powers for the purposes for which they are conferred • the duty of a director to act in a way the director considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole and in doing so have regard to various matters • the duty of a director to exercise independent judgment • the duty of a director to exercise reasonable care, skill and diligence

The main directors’ duties developed by the courts were set out in statute for the first time in sections 171 to 177 of the Companies Act 2006 (CA 2006), and all of those statutory duties (the general duties) are set out in Practice Note: Directors' duties—fundamentals. This Practice Note summarises the directors’ statutory duties that relate to the conduct of directors pursuant to CA 2006, ss 171 to 174. These first four general duties are: • the duty of a director to act in accordance with the company's constitution and only exercise powers for the purposes for which they are conferred • the duty of a director to act in a way the director considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole and in doing so have regard to various matters • the duty of a director to exercise independent judgment • the duty of a director to exercise reasonable care, skill and diligence In relation

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 statutory duties (general duties) are set out in Practice Note: Directors' duties—scope, nature, interpretation and application. The Chartered Governance Institute (CGI) has also published guidance on directors' duties. See: The Chartered Governance Institute guidance on directors' general duties. The fifth, sixth and seventh general duties are: • the duty of a director to avoid a situation in which the director has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the company (the duty to avoid conflicts of interest) • the duty of a director not to accept a benefit from a third party conferred by reason of the director being a director, or their doing (or not doing) anything as director (the duty not to accept benefits from third parties), and • the duty of a director to declare if they are in any