Rights and Duties of Directors

Rights and Duties of Directors

Author: Mark Cardale

Publisher: Bloomsbury Publishing

Published: 2022-02-10

Total Pages: 709

ISBN-13: 1526519674

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The new edition of this well-established title (the eighteenth in the series) covers a comprehensive range of topics, from the personal affairs of a director on appointment to the conduct of a company's business and questions of governance and strategy. It gives the reader an understanding of the practical application of all the legal and regulatory issues facing directors, both on a day-to-day operational basis and in relation to questions of importance to long term decision making. Updates to the previous edition include: - new material covering the AIM regime and the AIM Rules for companies, and the application of the Market Abuse Regulation to both listed and AIM companies following Brexit - an updated chapter on insolvency issues, covering the reforms and structures introduced by the Corporate Insolvency and Governance Act 2020 - new and updated sections on directors' 'general' duties under the Companies Act 2006 (including s.172) and on directors' disqualification - reviews of directors' reporting obligations in the Annual Report and otherwise, and of relations with shareholders The new edition also covers the administrative and accounting obligations of directors under the Companies Act 2006, the role of directors and board decision making, the listing regime and governance arrangements applicable to different types of company, employees and customers, aspects of competition law, requirements concerning the environment, and public company takeovers. Available as an electronic publication, this e-Book provides easy access to formal guidance notes and other publications of third party institutions and organisations and supports cross referencing in the text. This book aims to be a compendium handbook with a legal basis and will help the reader to: - understand the full range of issues which may face directors and those proposing to become directors - provide information and guidance on matters which boards may need to address in their decision making processes, including appendices detailing some practical checklists and a practical Glossary of terms with electronic links to the text aiding the accessibility of the work to all readers. - broaden the horizons of those seeking to understand the extent of the legal, regulatory and practical considerations which may need to be considered in companies both large and small It's an invaluable resource for company directors, company secretaries, and governance and HR professionals in organisations of all sizes, as well as their legal advisers, in house lawyers, company law practitioners, and financial advisers.


Representing Corporate Officers and Directors and LLC Managers [formerly Representing Corporate Officers, Directors, Managers, and Trustees], 3rd Edition

Representing Corporate Officers and Directors and LLC Managers [formerly Representing Corporate Officers, Directors, Managers, and Trustees], 3rd Edition

Author: Lane

Publisher: Wolters Kluwer

Published: 2018-12-19

Total Pages: 1588

ISBN-13: 1543805299

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Representing Corporate Officers and Directors and LLC Managers, Third Edition (formerly titled Representing Corporate Officers, Directors, Managers, and Trustees) is a guide to the practical aspects of corporate governance for attorneys, corporate officers and directors, LLC managers, and trustees. Following the repercussions of past corporate and accounting scandals, new legislation, rules, and standards by governmental bodies and society have greatly increased the focus on the responsibilities and liabilities of directors, officers, managers, and trustees. Increased SEC oversight, new NYSE and NASDAQ listing standards, new cybersecurity compliance guidance, new fiduciary and other duties, and new criminal penalties have all changed the landscape for those who control corporations. By logically laying out the steps to safe corporate governance, the analysis, cases, tables, and checklists guide the veteran and neophyte alike. Representing Corporate Officers and Directors and LLC Managers tells you what to look for...what to look out for...and what steps to take to protect your corporate clients in today's harsh regulatory environment. It's the only up-to-date work of its kind to offer both in-depth analysis and practical guidance on key aspects of this critically important area. This updated Third Edition thoroughly covers: Directors' duties of care and loyalty-- including the different standards which have been imposed on directors regarding the duty of care...the duty of loyalty...the business judgment rule... when directors are entitled to rely on the advice of others...improperly influencing audits under the Sarbanes-Oxley Act... improper distributions...and more. Conflicts of interest--with examples of conflict of interest transactions, and discussion of loans to or by directors and officers...secret profits...and the duty to safeguard confidential or inside information-- plus, how certain transactions considered improper can be ratified and thus become legitimate. Federal securities laws--including everything from overviews of the laws, the SEC, and securities themselves-- to jurisdiction, pleading, remedies, and defenses in securities cases... criminal penalties...and attorneys' responsibilities regarding liability under Sarbanes-Oxley. Indemnification and insurance-- with discussion of mandatory and permissive indemnification and the scope of indemnification in various states... when a director may be indemnified even if not wholly successful in defense of an action...directors' and officers' liability insurance...types and extent of insurance coverage...tax law treatment...and exclusions. Tender offers--including antitakeover measures, two-tier and squeeze-out mergers, and golden parachute agreements, poison pill plans, and greenmail...potential liability in tender offers...and implementing mergers and acquisitions, with securities law, antitrust, tax, accounting, and labor law considerations.


Duties and Responsibilities of Directors and Company Secretaries in New Zealand (4th edition)

Duties and Responsibilities of Directors and Company Secretaries in New Zealand (4th edition)

Author: Silvana Schenone

Publisher: CCH New Zealand Limited

Published: 2013-07-01

Total Pages: 321

ISBN-13: 0864759088

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It has never been more important for directors and management to have a clear understanding of directors' duties. Not only do we have a new, empowered, regulator in the form of the Financial Markets Authority, but the Courts are generating new case law, in the wake of the global financial crisis and finance company failures. This new edition of Duties and Responsibilities of Directors and Company Secretaries in New Zealand sets out in a clear and concise manner the duties imposed by law on directors and includes new commentary on the evolution of the interpretation by the courts and the regulators of these matters. Comprehensive indexes, cases and statute tables ensure relevant information is easily located.