Customer Review

5.0 out of 5 stars For practitioners and directors...., 28 Feb 2014
This review is from: Directors' Duties (Hardcover)
Length:: 0:25 Mins


AN UP-TO-DATE GUIDE TO THE GENERAL DUTIES OF DIRECTORS AS CONTAINED IN THE COMPANIES ACT 2006

An appreciation by Phillip Taylor MBE and Elizabeth Taylor of Richmond Green Chambers

The law on directors' duties, as author Professor Keay has pointed out, `is one of the most important and interesting aspects of company law.' The overall result, he adds, has been a considerable amount of litigation and some significant cases which have allowed `for a sophisticated jurisprudence to develop'.

The advent of the Companies Act 2006 -- an historic piece of legislation -- has seen a codification of the law in this area. The first edition of this book published in 2008 dealt solely with the general duties of directors as set out in the Chapter 2, Part 10 of the Act. This new second edition, published recently by Jordan Publishing, has been extensively updated and cites and examines all relevant cases since the publication of the last edition.

Chapters which have been expanded with new material include Chapter 5 on the duty to act within powers, which deals, for example, with what has been referred to as `the restrictive approach' on the matter of a claim of good faith.

The importance of this approach is that it does not matter if directors believe `in good faith' that their action is in the best interests of the company. What does matter is, that if the courts assess that the directors' action -- or actions -- were improper, such actions will be regarded as a breach of duty. This of course, is just one of multiplicity of insights noted in this erudite volume.

Also containing new and expanded material are Chapters 13 to 15 which deal with, respectively, the duty to consider the interests of creditors... derivative proceedings... and the consequences of breach. Also note Chapters 6, 7 and 8 on duties to promote the success of the company... to exercise independent judgment... and to be mindful of the various aspects of duty of care, including skill, diligence, record keeping and accounts. Note too, the factors that the courts will consider in determining whether or not there has been a breach of duty.

`What directors do or do not do,' remarks the author, `can have a significant effect on their companies' fortunes and ultimately on those of shareholders and others who have an interest or a stake in companies.'

Quite right - which is why this carefully researched and copiously footnoted book should be considered an essential purchase for company directors, (naturally), as well as company secretaries, accountants and certainly barristers and solicitors in corporate law working either independently or in-house.

All readers, whether lay or professional, will find the book an excellent research resource, with almost thirty pages of tables of cases, statutes and statutory instruments. The detailed table of contents plus index at the back will aid your navigation when you're pressed for time. In all, the book will certainly be an invaluable addition to the professional library.

The publication date is 2014.
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Phillip Taylor
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Location: Richmond Upon Thames, England

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