Directors

A note of the issues to consider when acting for an employee entering into an employment contract.

A timeline of implementation of the various provisions of the Companies Act 2006 (Act) and the Transparency Directive (2004/109/EC).

A quick guide to the provisions of the Companies Act 2006 relating to derivative claims.

A quick guide to the rules on directors' indemnities under the Companies Act 2006.

A quick guide to the rules under the Companies Act 2006 covering loans, quasi-loans and credit transactions in connection with directors.

A quick guide to the minimum number of directors required by the Companies Act 2006.

A quick guide to the rules governing shadow directors under the Companies Act 2006.

This note sets out the requirements for the directors' statement of responsibilities in relation to company accounts.

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.

This practice note examines some practical issues for company directors arising from recent changes to the "moral hazard" or "anti-avoidance" powers of the Pensions Regulator.

A note outlining the changes to the law on shadow 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 outlining substantial property transactions within section 320 of the Companies Act 1985. Under section 320 a company is restricted from entering into arrangements to acquire non-cash assets from or transfer assets to directors (or their connected persons) of the company itself or its holding company where the assets are of the requisite value.

An overview of the matters to consider when a company enters into a transaction or arrangement with a person who is a director of the company or a director of its holding company. This note looks at the regulation of such transactions and contains links to more detailed practice notes and specimen resolutions on certain transactions that a company may enter into with its directors