Directors Decisions And The Law

Directors are key decision-makers in any organisation, whether it is in the public sector, a family business or a transnational company. The UK Companies Act 2006 codified directors’ duties for the first time and describes the director as the ‘most likely to promote the success of the company for the benefit of its members as a whole’. This book addresses key tensions and problems involved in the duties and responsibilities of the director in promoting success, including corporate culture and credibility, trust, risk and uncertainty, collective responsibility, and the degree of control. The book considers directors’ decision-making in both private and public sector organisations and explicitly examines aspects of decision-making during periods of financial distress. The book compares the legal contexts of director’s decisions in the UK to those of the USA, Germany and Australia, and takes an interdisciplinary approach in its combination of management theory, economic theory and behavioural studies. In doing so the book addresses issues key to the understanding of corporate governance in light of recent financial crises.

This book examines the legal duties of Directors Of Public Companies in the light of the stakeholder approach to the firm. It considers the theory that directors are not simply agents of corporate shareholders,but have a duty to take into consideration and, where appropriate, balance the interests of several constituencies, each of which has a legitimate stake in the company, its activities and its development. This book is essentially the first to relate the stakeholding arguments and Third Way politics, as popularised by commentators such as Will Hutton and Anthony Giddens, to the prospects for reform of company law in an authoritative but accessible format. It is an ideal text for company law, business and politics students, both undergraduate and postgraduate, and will also provide companies with a straightforward and welcome guide to this often complex area, particularly to the important issues of accountability and regulation.

The Corporate Director's Guidebook is recognized as the premier authority on the director's role and the board's functions. It is read, consulted and cited by board members, executives, lawyers and academics nationwide. Now available as a new Fifth Edition, the Guidebook completely updates its fourth edition published in 2004. This new Fifth Edition addresses recent effects the Sarbanes-Oxley Act has had in the corporate governance arena and its impact on the legal responsibilities of directors of public companies.

Machiavelli Had it Easy is an engaging text for the emerging discipline of governance. Gaps arise when directors and managers come together from diverse vocational and cultural languages and interests. Compressed information streams in the digital age, yet few reconcile silos of business, legal expertise and regulatory public-interests for informed decisions. This text presents research and a market-tested decision-framework for comparative law, market practice, and human nature in the vital strategic-oversight role of governance. Informed by cognitive science, business practice and legal duties, one conclusion is that bias and self-interests are instinctive but reconciling best-interests is not. Too often lessons learned from centuries of law are overlooked. The chapters are a dozen inquiries into recurring problems in the boardroom. Part one is an entry-level technical reference of law and governance principles. Unique appendices of keywords and case notes will aid those new to markets governed by the western rule-of-law and those tripping on gaps in comparative jargon. Part two is a series of practical hot-topics in the context of law and governance; part three looks to next steps in accountability and liability. The text will help accountants, engineers, lawyers, and business operations and market-policy experts from around the world work together, and; professors, professionals and students anticipate change. After drilling through accountability and liability for hybrid organizations, typical crises are revealed to be from a lack of aligning interests and related information churn. Conclusions of the how and why of governance systems link the human condition and the rule-of-law in the digital age.

This is a new edition of the established authority on the law relating to directors of companies incorporated under the UK Companies Acts. The new edition features all important developments in the law including the Small Business, Enterprise and Employment Act 2015 which improves transparency (including requiring directors to be natural persons unless exceptions apply), simplifies company filing requirements, clarifies the application of general duties to shadow directors, modernises directors' disqualification and reforms insolvency law to facilitate proceedings where there has been wrongdoing. There has been a wealth of new case law relevant to directors' duties before the English courts, all of which are analysed and explained, including the Supreme Court decisions in Prest v Petrodel Resources, Jetivia v Bilta (UK), FHR European Ventures v Cedar Capital Partners and Eclairs Group v JKX Oil & Gas, the Court of Appeal decisions in Smithton Ltd v Naggar and Newcastle International Airport v Eversheds as well as the important High Court decisions in Universal Project Management Services v Fort Gilkicker, Madoff Securities International v Raven and the wrongful trading case, Re Ralls Builders. Non-UK cases are also analysed including Weavering Macro Fixed Income Fund Ltd v Peterson in the Cayman Islands' Court of Appeal and the 2016 decision of the Hong Kong Court of Final Appeal Chen v Jason. In keeping with developments in case law and legislation the book now includes expanded coverage of multiple derivatives claims, directors' exposure to third party claims and a new chapter on civil remedies for market abuse. The third edition is a complete reference work on the law relating to company directors and is the first port of call for all serious corporate lawyers and scholars on this subject.

ÔThis book takes us back to the financial crisis and asks: should the directors of the financial institutions that caused the crisis be held responsible to their investors? LoughreyÕs and her contributorsÕ analysis of that question and the suggestions to implement their proposals are insightful and timely. This is a must-read book for those of us who are still trying to determine how to avoid the next financial crisis.Õ Ð Randall Thomas, Vanderbilt Law School, US The financial crisis revealed failings at board level at many financial institutions. But despite calls for bank boards to be held to account, there has been a remarkable paucity of litigation against bank directors for breach of their duties. This book assesses whether the law relating to directorsÕ duties and shareholder litigation has contributed to this, taking into account the changes to both that were introduced by the Companies Act 2006. With contributions from leading academics and practitioners, the book examines the directorÕs duty of care and skill, the s.172 duty, reporting obligations under s.417 of the Companies Act 2006, and shareholder litigation including the derivative action and just and equitable winding up. It concludes that neither the common law nor the statutory duties and derivative action under the Companies Act 2006 function effectively to hold directors to account and analyses why this is so. This detailed book will appeal to academics in company law and corporate governance as well as commercial law practitioners particularly those who specialize in company litigation.

Directors' duties and liabilities have become the centre of a general legal discussion following the 2008 financial scandal that resulted in global recession. Questions have arisen regarding the ways in which the directors of the world's major financial institutions have handled their duties and how their decisions have impacted investors, shareholders and consumers. This detailed ƒHandbook discusses the nature of the relationship between a company and its directors, assessing issues such as how duties are discharged, liabilities that may arise and what interests directors should consider before embarking on commercial ventures.