Directors

The key steps to be taken by a UK listed company in appointing a new non-executive director, including the induction process and the new director's responsibilities under the UK Corporate Governance Code and Companies Act 2006.

A quick guide to the rules under the Companies Act 2006 governing contracts with sole members who are also directors.

A quick guide to the rules governing duties of directors and board procedure under the Companies Act 2006.

A quick guide to the rules on ratification of directors' liabilities under the Companies Act 2006.

GC100 paper published 7 February 2007 setting out the Group's view on best practice guidelines for compliance with the new law. This document is only available in MS Word format. Click here to view it.

A quick guide to the rules governing the removal of directors under the Companies 2006.

A quick guide to the rules governing substantial property transactions under the Companies Act 2006.

This note provides a summary of the Corporate Manslaughter and Corporate Homicide Act 2007. The Act received Royal Assent on 26 July 2007 and is in force from 6 April 2008 (with the exception of the provisions relating to deaths in custody). The Act applies to the whole of the UK. Broadly, under the Act, an organisation (which includes most employers) is guilty of an offence if the way in which its activities are managed or organised (by its senior management) causes a person's death and this amounts to a gross breach of a relevant duty of care owed by the organisation to the deceased.

A note outlining the changes to the law on declaration of directors' interests under the Companies Act 2006 (2006 Act). For a link to the 2006 Act, see Companies Act 2006: publication of final text. For general background to the 2006 Act, see Practice note, Companies Act 2006: materials. Chapter 2 of Part 10 (general duties of directors) came into force on 1 October 2007, other than the provisions relating to directors' conflict of interest duties in sections 175 to 177 came into force on 1 October 2008, along with the provisions relating to declarations of interest in existing transactions or arrangements in Chapter 3 of Part 10 (sections 182 to 187).

An outline of the use and terms of directors' and officers' liability insurance.

A note outlining the changes to the law on directors' duties under the Companies Act 2006 (2006 Act). For a link to the 2006 Act, see Companies Act 2006: publication of final text. For general background to the 2006 Act, see Practice note, Companies Act 2006: materials. For a more detailed note on this topic, see Practice note, Directors' general duties under the Companies Act 2006. Chapter 2 of Part 10 (general duties of directors) came into force on 1 October 2007, other than the provisions relating to directors' conflict of interest duties (sections 175 to 177). Sections 177 to 175 came into force on 1 October 2008.

A note outlining the general duties of directors set out in chapter 2 of Part 10 of the Companies Act 2006. Chapter 2 of Part 10 came into force on 1 October 2007, other than the provisions relating to conflicts of interest (sections 175 to 177, 180(1), (2) and (4)(b), and 181(2) and (3)), which came into force on 1 October 2008.

A note outlining the changes to the law on directors' liabilities under the Companies Act 2006 (2006 Act). For a link to the 2006 Act, see Companies Act 2006: publication of final text. For general background to the 2006 Act, see Practice note, Companies Act 2006: materials. Chapter 7 of Part 10 (directors' liabilities) came into force on 1 October 2007.

This note considers the issues involved in negotiating and drafting directors' service agreements, including pay and benefit provisions and how to protect the company on termination of employment. The note also deals with the regulatory framework affecting the employment terms of listed company directors.

A note outlining the changes to the law on directors under the Companies Act 2006 (2006 Act). For a link to the 2006 Act, see Companies Act 2006: publication of final text. For general background to the 2006 Act, see Practice note, Companies Act 2006: materials. Most of Part 10 (a company's directors) came into force on 1 October 2007, other than: (1) provisions relating to directors' conflict of interest duties, declarations of interest in existing transactions or arrangements, and underage and natural directors, which came into force on 1 October 2008; and (2) provisions relating to the register of directors, including directors' residential addresses, which came into force on 1 October 2009.

A note considering the scope, application and limitations of the common law principle of shareholder decision-making by informal unanimous consent (commonly referred to as the Duomatic principle).

This practice note provides an explanation of the term "golden parachute" and the issues that need to be taken into account by an employer considering whether to enter into a contract with a director which contains a golden parachute clause where there is a change of control.

A guide to directors' duties and potential liabilities in relation to companies in financial difficulties, including the directors' disqualification regime. This note contains a link to a detailed note on the fiduciary duties of directors of companies that are insolvent or near insolvent under United States law.

A note outlining the changes to the law on loans to directors under the Companies Act 2006 (2006 Act). For a link to the 2006 Act, see Companies Act 2006: publication of final text. For general background to the 2006 Act, see Practice note, Companies Act 2006: materials. The provisions on loans to directors in Chapter 4 of Part 10 came into force on 1 October 2007.

This document contains details of amendments made to a selection of listed companies' articles to reflect the provisions on directors' conflicts of interest in section 175, Companies Act 2006 (the 2006 Act). For analysis of the new statutory duty on directors to avoid conflicts of interest, see Companies Act 2006: GC100 publishes guidance on directors' conflicts of interest. From a review of AGM notices for AGMs held after 1 October 2007, it is clear that many companies are changing their articles to reflect the new statutory duty on directors to avoid a conflict of interest (in force on 1 October 2008) and to incorporate a power for the board to sanction conflicts in accordance with the 2006 Act. This document contains two tables:   The first table includes details of changes made to companies' articles to deal with conflicts where the articles were made available electronically so the actual changes can be identified. The second table contains a non-exhaustive list of other companies that have included changes to their articles to deal with conflicts in their AGM notice but where the articles themselves were not available on the company's website. The detailed changes cannot therefore be summarised although a link is given to the AGM notice where this was available. Also companies are generally using the model wording developed by a group of City law firms to explain the changes so the descriptions are very similar (see Legal update, Companies Act 200

This note summarises the Model Code in the UK Listing Rules. As part of its continuing obligations under the Listing Rules, a company that has a premium listing of equity shares must require compliance with the Model Code (or more rigorous dealing obligations) to restrict the ability of persons discharging managerial responsibilities from dealing in the company's securities.

A note outlining the protection of residential addresses of directors, secretaries and other individuals in the Companies Act 2006. Chapter 8 of Part 10 (sections 240 to 246) and section 1088 of the 2006 Act and the Companies (Disclosure of Address) Regulations 2009 came into force on 1 October 2009.

An outline of the statutory liability provisions for false or misleading statements, omissions and dishonest delay in published information relating to securities and company reports under section 463 of the Companies Act 2006 and section 90A of the Financial Services and Markets Act 2000 (as amended by the Financial Services and Markets Act 2000 (Liability of Issuers) Regulations 2010 (SI 2010/1192)).

A note outlining the changes to the law on substantial property transactions under the Companies Act 2006 (2006 Act). For a link to the 2006 Act, see Companies Act 2006: publication of final text. For general background to the 2006 Act, see Practice note, Companies Act 2006: materials. The provisions on substantial property transactions in Chapter 4 of Part 10 came into force on 1 October 2007.

A note outlining the changes to the law on transactions with directors under the Companies Act 2006 (2006 Act). For a link to the 2006 Act, see Companies Act 2006: publication of final text. For general background to the 2006 Act, see Practice note, Companies Act 2006: materials. Most of Chapters 2 (general duties of directors), and 4 (transactions with directors requiring approval of members) of Part 10 came into force on 1 October 2007, other than the provisions relating to directors' conflict of interest duties (sections 175 to 177). Sections 175 to 177 came into force on 1 October 2008, along with those relating to declarations of interest in existing transactions or arrangements in Chapter 3 of Part 10 (sections 182 to 187).