Company directors : duties, liabilities, and remedies
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書誌事項
Company directors : duties, liabilities, and remedies
Oxford University Press, 2013
2nd ed
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注記
Includes bibliographical references and index
内容説明・目次
内容説明
The second edition of this highly acclaimed standard reference work on company directors provides analysis of the many important cases which have materially changed the law and provides an update on the myriad of subordinate legislation passed since first publication. Crucially, this new edition also includes more depth of analysis on dynamic areas and has been expanded to cover additional topics. Extensive rewriting of chapters on derivative claims, unfair prejudice, and reorganizations take into account new judgments such as Lesini v Westrip Holdings Ltd [2011] and Re Neath Rugby Ltd (No 2), Hawkes v Cuddy (No 2) [2010] in which the Court of Appeal partly reversed a decision discussed in the first edition. New to this edition are additional sections on attribution, directors' liabilities to third parties, and the interpretation of a company's constitution. For the first time the book includes a chapter dedicated to tax law specific to directors recognizing this as a specialist and important area. The chapter on criminal liability analyses the broad changes which will be made to the law on corruption by the Bribery Act 2010 when the Act comes into force.
This new edition is a complete reference on the law relating to company directors and is the first port of call for all serious corporate lawyers and scholars on this subject.
目次
- PART I: INTRODUCTION
- 1. Historical Introduction to the Law Relating to the Duties and Liabilities of Directors
- 2. The Current Legal Framework Relating to Directors
- PART II: THE OFFICE OF DIRECTOR
- 3. Directors and Other Officers
- Requirement and Definitions
- 4. Directors' Powers and Responsibilities
- 5. Directors' Decision-Making and Delegation
- 6. Appointment of Directors
- 7. Termination of Appointment of Directors
- 8. Directors' Term of Service
- 9. Directors and Tax
- PART III: THE GENERAL DUTIES OF DIRECTORS
- 10. General Duties of Directors
- 11. Duty to Act with Powers
- 12. Duty to Promote the Success of the Company
- 13. The Duty to Exercise Independent Judgment
- 14. The Duty to Exercise Reasonable Care, Skill , and Diligence
- 15. Duties to Avoid Conflicts of Interest and not to Accept Benefits from Third Parties
- 16. Duty to Declare Interest in Proposed Transaction or Arrangement
- 17. Declaration of Interest in Exisiting Transaction or Arrangement
- 18. Transactions with Directors Requiring Approval of Members
- PART IV: LIABILITIES OF DIRECTORS
- 19. The Company's Remedies for Breach of Directors' General Duties
- 20. Directors' Liabilities: Exemption, Indemnification, and Ratification
- 21. Directors Liabilities: Provision of Insurance
- 22. Members' Personal and Derivative Claims
- 23. Members Unfair Prejudice Claims and Winding-up Petitions
- 24. Liabilities of Directors to Third Parties
- PART V: DIRECTORS' PARTICULAR FUNCTIONS AND DUTIES
- 25. Decision-making by Members
- 26. Accounting Records, Reports, and Audits
- 27. Capital and Distributions
- 28. Reorganizations and Takeovers
- 29. Pension Schemes
- PART VI: PUBLIC INTEREST AND INSOLVENCY PROCEEDINGS
- 30. Investigations and Public Interest Winding-up Petitions
- 31. Disqualification Proceedings
- 32. Directors' Functions and Duties in Insolvency Proceedings
- 33. Directors' Liabilities in Insolvency Proceedings
- 34. Criminal Liability of Directors
- PART VII: DIRECTORS OF FOREIGN COMPANIES
- 35. Duties and Liabilities of Directors of Foreign Companies
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