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Directors' Duties Third edition

Fresh examination of directors' duties in light of codification under the Companies Act 2006, explaining the role of directors within the corporate governance process.
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ISBN/ISSN: 9781784732219

Product description

Why should you buy Directors' Duties

Directors' Duties provides an analysis of the general duties of directors contained in Chapter 2, Part 10 of the Companies Act 2006. This new edition seeks to address case law and other developments as well as including some discussion of recent academic scholarship. The work has been thoroughly updated with some chapters significantly revised and expanded to include:

  • Greater discussion of the issues of the limitation of actions, derivative actions and relief 
  • Examination of the UK Supreme Court decisions in Williams v Central Nigeria Bank, Eclairs Group Ltd v JKX Oil & Gas plc, AIB Group (GB) v Redler and FHR European Ventures LLP v Cedar Capital Partners LLC 
  • Examination of the Privy Council decision in Central Bank of Ecuador v Conticorp SA and recent Court of Appeal decisions, such as in Burnden Holdings (UK) Ltd v Fielding, Goldtrail Travel Ltd v Aydin, Novoship (UK) Ltd v Nikitin and Smithton Ltd v Naggar 
  • Consideration of some superior court decisions in other common law jurisdictions, such as that of the Hong Kong Court of Final Appeal in Chen Wai Too v Poon Ka Man Jason, the Australian Federal Court in ASIC v Mariner and the New Zealand Court of Appeal in Morgenstern v Jeffreys


Since the first edition was published, not long after all the provisions in the Companies Act 2006 dealing with the general duties had been put into force, there was little case-law that was available on the provisions that facilitated interpretation of the provisions, although we did have, of course, existing case-law that had been decided on the previous common law rules and equitable principles. Notwithstanding the fact that some of the codified duties have been in operation for in excess of nine years we still do not have a huge corpus of case-law on any provisions, and little on some provisions. Nevertheless, we have seen since the publication of the second edition of this book several important cases and some interesting debate and discussion concerning the interpretation and application of the provisions. This edition seeks to address those cases and the discussion that has been forthcoming as well including some discussion or mention of, where relevant, recent academic scholarship. Read the full preface...

Table of contents

  • Preface to the Third Edition
  • Preface to the Second Edition
  • Preface to the First Edition
  • Table of Cases
  • Table of Statutes
  • Table of Statutory Instruments
  • Introduction
  • Directors: Background and Role
  • Directors in the Corporate Governance Process
  • Codification and an Introduction to the General Duties
  • Duty to Act within Powers
  • Duty to Promote the Success of the Company
  • Duty to Exercise Independent Judgment
  • Duty of Care, Skill and Diligence
  • Avoiding Conflicts of Interest: the Duty
  • Avoiding a Conflict of Duty: Application
  • Duty not to Accept Benefits
  • Duty to Declare an Interest
  • Duty to Consider the Interests of Creditors
  • Derivative Proceedings
  • Consequences of Breach
  • Authorisation and Ratification of Breaches of Duty
  • Judicial Excusing of Breaches
  • Index
Read the full contents