The Enforcement Of Directors Duties In Large Companies

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The Enforcement of Directors' Duties in Britain and Germany

Author : Hans-Christoph Hirt
Publisher : Peter Lang
ISBN 13 : 9783039100583
Total Pages : 408 pages
Book Rating : 4.1/5 (5 download)

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Book Synopsis The Enforcement of Directors' Duties in Britain and Germany by : Hans-Christoph Hirt

Download or read book The Enforcement of Directors' Duties in Britain and Germany written by Hans-Christoph Hirt and published by Peter Lang. This book was released on 2004 with total page 408 pages. Available in PDF, EPUB and Kindle. Book excerpt: The power to control litigation in the company's name is normally vested in the board of directors. This gives rise to a conflict of interest whenever some or all of the directors breach their duties. In such a situation, the board's decision whether or not to litigate is potentially tainted because the wrongdoers are part of the decision-making process. The board as a whole is therefore an unsuitable decision-making body and the following question arises: who should decide whether it is in the company's interest to initiate litigation against the alleged wrongdoers? There are a number of different persons and bodies in which the decision-making power could be vested. The British approach is the reversion of management power to the shareholders in general meeting and, in certain restricted situations, the availability of the derivative action brought by a shareholder on behalf of the company. Both mechanisms give rise to significant difficulties. This book begins by explaining the board's conflict of interest, sets out a theoretical framework of legal strategies that cover the whole range of approaches to deal with it and analyses their strengths and weaknesses. The analysis consists of an assessment and comparison of four models of the enforcement of directors' duties, which are based on the current law and reform proposals in Britain and Germany. Particular reference is made to recent case law and its practical implications.

The enforcement of directors' duties in large companies

Author : Hans C. (Hans-Christoph) Hirt
Publisher :
ISBN 13 :
Total Pages : 650 pages
Book Rating : 4.:/5 (255 download)

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Book Synopsis The enforcement of directors' duties in large companies by : Hans C. (Hans-Christoph) Hirt

Download or read book The enforcement of directors' duties in large companies written by Hans C. (Hans-Christoph) Hirt and published by . This book was released on 2002 with total page 650 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Directors' Duties and Corporate Anti-Corruption Compliance

Author : Patrick J. O’Malley
Publisher : Edward Elgar Publishing
ISBN 13 : 1786436523
Total Pages : 336 pages
Book Rating : 4.7/5 (864 download)

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Book Synopsis Directors' Duties and Corporate Anti-Corruption Compliance by : Patrick J. O’Malley

Download or read book Directors' Duties and Corporate Anti-Corruption Compliance written by Patrick J. O’Malley and published by Edward Elgar Publishing. This book was released on 2021-01-29 with total page 336 pages. Available in PDF, EPUB and Kindle. Book excerpt: This discerning book examines good governance developments concerning anti-bribery efforts in the US and the UK, recognising that with each new major case of corporate malfeasance the parameters of directors’ duties change and expand. Taking this expansion of roles and expectations into account, and acknowledging the respective increase in exposure to civil, criminal and reputational liabilities, Patrick J. O’Malley compares the fundamental national compliance experiences of the US and UK. Investigating anti-bribery, corporate and securities law and guidance, this engaging book explores systemic expectations of directors, executive officers and compliance personnel in public and private companies.

Directors' Duties

Author : Andrew Keay
Publisher : Jordans
ISBN 13 : 9781784734541
Total Pages : 658 pages
Book Rating : 4.7/5 (345 download)

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Book Synopsis Directors' Duties by : Andrew Keay

Download or read book Directors' Duties written by Andrew Keay and published by Jordans. This book was released on 2020-06-17 with total page 658 pages. Available in PDF, EPUB and Kindle. Book excerpt: The book provides an analysis of the general duties of directors contained in Chapter 2 Part 10 of the Companies Act 2006, addressing aspects of the law that are highly relevant to such duties.

Directors' duties in the context of insolvency

Author : Julia Honds
Publisher : GRIN Verlag
ISBN 13 : 3638877353
Total Pages : 56 pages
Book Rating : 4.6/5 (388 download)

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Book Synopsis Directors' duties in the context of insolvency by : Julia Honds

Download or read book Directors' duties in the context of insolvency written by Julia Honds and published by GRIN Verlag. This book was released on 2007-12-17 with total page 56 pages. Available in PDF, EPUB and Kindle. Book excerpt: Essay from the year 2006 in the subject Law - Comparative Legal Systems, Comparative Law, grade: A, Victoria University of Wellington, course: LLM Research Paper, Master Abschlussarbeit, language: English, abstract: This essay deals with directors’ duties, focusing on the duties that specially arise in the context of a company becoming insolvent. The relevant duties are those under sections 131, 135 and 136 of the Companies Act 1993. The drafting of these insolvent trading provisions in New Zealand has been criticised in the legal literature. This research paper considers not only this criticism but also deals with the more general debate about the value of insolvent trading provisions in general. Although the current drafting of the relevant provisions in New Zealand is not without minor flaws, the need for creditor protection requires the maintenance of insolvent trading provisions in general. Besides that, this essay looks at the remedies for breaches of directors’ duties. The most important provision in this context is s 301 Companies Act 1993. Pursuant to this provision both the liquidator and individual creditors can enforce directors’ civil liability. However, the possibilities of individual creditors to obtain payment directly to themselves are restricted. The final part of this essay considers the question whether a separate duty directly owed to individual creditors should be introduced. Although such a duty seems to have some benefits, it would not be commensurate with leading principles and ideas of Insolvency Law and should therefore not be introduced. It is the concern of this research paper to point out the many issues that arise in context of directors’ duties and insolvency law and to show that it is important to strike an appropriate balance between the intended creditor protection and the entrepreneurial freedom of company directors.

Enforcing Shareholders’ Duties

Author : Hanne S Birkmose
Publisher : Edward Elgar Publishing
ISBN 13 : 1788114876
Total Pages : 320 pages
Book Rating : 4.7/5 (881 download)

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Book Synopsis Enforcing Shareholders’ Duties by : Hanne S Birkmose

Download or read book Enforcing Shareholders’ Duties written by Hanne S Birkmose and published by Edward Elgar Publishing. This book was released on 2019 with total page 320 pages. Available in PDF, EPUB and Kindle. Book excerpt: A heavily debated topic, the evolution of shareholders’ duties risks the transformation of the very concept of shareholder primacy, crucially associated with shareholder rights. Offering a distinctive and comprehensive examination of both current and forthcoming enforcement mechanisms in the area of shareholder duties, this timely book provides an exhaustive analysis of the many issues related to these mechanisms, and considers the ongoing challenges surrounding their implementation.

Directors' Duties and Liabilities

Author : Paul J. Omar
Publisher : Routledge
ISBN 13 : 1351746774
Total Pages : 143 pages
Book Rating : 4.3/5 (517 download)

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Book Synopsis Directors' Duties and Liabilities by : Paul J. Omar

Download or read book Directors' Duties and Liabilities written by Paul J. Omar and published by Routledge. This book was released on 2018-10-24 with total page 143 pages. Available in PDF, EPUB and Kindle. Book excerpt: This title was first published in 2000. The law relating to directors’ duties has fundamental implications across the business environment and yet few areas of business law have received so little detailed examination. This text provides fresh and incisive insights to the rules applying in ten major economic jurisdictions within Europe, with respect to directors’ legal obligations and liabilities. Written by the foremost figures in the field, each contribution outlines the statutory provisions that affect the work of company directors in each jurisdiction, including general legislation and specific laws covering the status of incorporated bodies. Fully illustrated with case-law examples the book provides a guide to the range of measures which national courts may provide for participants in corporate life seeking remedies for unsatisfactory governance of companies. It also features guidance on the specific bases for criminal and civil liabilities and examples of the range of penalties to which directors might be subject. The result is a work of unprecedented detail which will be welcomed by practitioners in the corporate sector, academics and researchers alike.

Comparative Company Law

Author : Andreas Cahn
Publisher : Cambridge University Press
ISBN 13 : 1107186358
Total Pages : 1095 pages
Book Rating : 4.1/5 (71 download)

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Book Synopsis Comparative Company Law by : Andreas Cahn

Download or read book Comparative Company Law written by Andreas Cahn and published by Cambridge University Press. This book was released on 2018-10-04 with total page 1095 pages. Available in PDF, EPUB and Kindle. Book excerpt: Presents in-depth, comparative analyses of German, UK and US company laws illustrated by leading cases, with German cases in English translation.

Directors' Duties and Shareholder Litigation in the Wake of the Financial Crisis

Author : Joan Loughrey
Publisher : Edward Elgar Publishing
ISBN 13 : 0857939661
Total Pages : 271 pages
Book Rating : 4.8/5 (579 download)

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Book Synopsis Directors' Duties and Shareholder Litigation in the Wake of the Financial Crisis by : Joan Loughrey

Download or read book Directors' Duties and Shareholder Litigation in the Wake of the Financial Crisis written by Joan Loughrey and published by Edward Elgar Publishing. This book was released on 2013-01-01 with total page 271 pages. Available in PDF, EPUB and Kindle. Book excerpt: ÔThis book takes us back to the financial crisis and asks: should the directors of the financial institutions that caused the crisis be held responsible to their investors? LoughreyÕs and her contributorsÕ analysis of that question and the suggestions to implement their proposals are insightful and timely. This is a must-read book for those of us who are still trying to determine how to avoid the next financial crisis.Õ Ð Randall Thomas, Vanderbilt Law School, US The financial crisis revealed failings at board level at many financial institutions. But despite calls for bank boards to be held to account, there has been a remarkable paucity of litigation against bank directors for breach of their duties. This book assesses whether the law relating to directorsÕ duties and shareholder litigation has contributed to this, taking into account the changes to both that were introduced by the Companies Act 2006. With contributions from leading academics and practitioners, the book examines the directorÕs duty of care and skill, the s.172 duty, reporting obligations under s.417 of the Companies Act 2006, and shareholder litigation including the derivative action and just and equitable winding up. It concludes that neither the common law nor the statutory duties and derivative action under the Companies Act 2006 function effectively to hold directors to account and analyses why this is so. This detailed book will appeal to academics in company law and corporate governance as well as commercial law practitioners particularly those who specialize in company litigation.

The Director's Handbook

Author : Institute of Directors
Publisher : Kogan Page Publishers
ISBN 13 : 9780749444679
Total Pages : 216 pages
Book Rating : 4.4/5 (446 download)

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Book Synopsis The Director's Handbook by : Institute of Directors

Download or read book The Director's Handbook written by Institute of Directors and published by Kogan Page Publishers. This book was released on 2005 with total page 216 pages. Available in PDF, EPUB and Kindle. Book excerpt: "The Director's Handbook is published by the Institute of Directors (IoD) in association with law firm Pinsent Masons. It is not a legal text book; it is a practical resource for those who run companies and need to understand the ever-changing legal and regulatory environment in which they operate. All companies - large or small, public or private - and many other organisations too, will find it useful."--BOOK JACKET.

Corporate Governance and Statutory Derivative Actions

Author : Lang Thai
Publisher : Taylor & Francis
ISBN 13 : 1000958558
Total Pages : 240 pages
Book Rating : 4.0/5 (9 download)

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Book Synopsis Corporate Governance and Statutory Derivative Actions by : Lang Thai

Download or read book Corporate Governance and Statutory Derivative Actions written by Lang Thai and published by Taylor & Francis. This book was released on 2023-09-22 with total page 240 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book is the first comprehensive study of the statutory derivative action in Australia, using the Australian model as a reference point and comparing it with the UK, Canada, Singapore, New Zealand, Hong Kong and USA counterparts. The book includes an empirical study covering over a twenty-year period from the date the statutory framework came into operation, coupled with extensive case law analysis and comparisons with other jurisdictions. It informs the world about the uniqueness of Australia’s statutory derivative action, and what other countries can learn from it as shareholder protection and promotion of good corporate governance. While some countries have statutory derivative action, there are still countries that do not have the statutory framework that are considering introducing it into their corporate law. This book provides insights and suggestions for lawmakers, litigation practitioners and researchers worldwide in reforming their existing model.

Comparative Corporate Governance

Author : Afra Afsharipour
Publisher : Edward Elgar Publishing
ISBN 13 : 1788975332
Total Pages : 544 pages
Book Rating : 4.7/5 (889 download)

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Book Synopsis Comparative Corporate Governance by : Afra Afsharipour

Download or read book Comparative Corporate Governance written by Afra Afsharipour and published by Edward Elgar Publishing. This book was released on 2021-06-25 with total page 544 pages. Available in PDF, EPUB and Kindle. Book excerpt: This research handbook provides a state-of-the-art perspective on how corporate governance differs between countries around the world. It covers highly topical issues including corporate purpose, corporate social responsibility and shareholder activism.

Company Directors

Author : Simon Mortimore
Publisher :
ISBN 13 : 9780198754398
Total Pages : 0 pages
Book Rating : 4.7/5 (543 download)

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Book Synopsis Company Directors by : Simon Mortimore

Download or read book Company Directors written by Simon Mortimore and published by . This book was released on 2017 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: This is a new edition of the established authority on the law relating to directors of companies incorporated under the UK Companies Acts. The new edition features all important developments in the law including the Small Business, Enterprise and Employment Act 2015 which improves transparency (including requiring directors to be natural persons unless exceptions apply), simplifies company filing requirements, clarifies the application of general duties to shadow directors, modernises directors' disqualification and reforms insolvency law to facilitate proceedings where there has been wrongdoing. There has been a wealth of new case law relevant to directors' duties before the English courts, all of which are analysed and explained, including the Supreme Court decisions in Prest v Petrodel Resources, Jetivia v Bilta (UK), FHR European Ventures v Cedar Capital Partners and Eclairs Group v JKX Oil & Gas, the Court of Appeal decisions in Smithton Ltd v Naggar and Newcastle International Airport v Eversheds as well as the important High Court decisions in Universal Project Management Services v Fort Gilkicker, Madoff Securities International v Raven and the wrongful trading case, Re Ralls Builders. Non-UK cases are also analysed including Weavering Macro Fixed Income Fund Ltd v Peterson in the Cayman Islands' Court of Appeal and the 2016 decision of the Hong Kong Court of Final Appeal Chen v Jason. In keeping with developments in case law and legislation the book now includes expanded coverage of multiple derivatives claims, directors' exposure to third party claims and a new chapter on civil remedies for market abuse. The third edition is a complete reference work on the law relating to company directors and is the first port of call for all serious corporate lawyers and scholars on this subject.

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

Download Representing Corporate Officers and Directors and LLC Managers [formerly Representing Corporate Officers, Directors, Managers, and Trustees], 3rd Edition PDF Online Free

Author : Lane
Publisher : Wolters Kluwer
ISBN 13 : 1543805299
Total Pages : 1588 pages
Book Rating : 4.5/5 (438 download)

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Book Synopsis Representing Corporate Officers and Directors and LLC Managers [formerly Representing Corporate Officers, Directors, Managers, and Trustees], 3rd Edition by : Lane

Download or read book Representing Corporate Officers and Directors and LLC Managers [formerly Representing Corporate Officers, Directors, Managers, and Trustees], 3rd Edition written by Lane and published by Wolters Kluwer. This book was released on 2018-12-19 with total page 1588 pages. Available in PDF, EPUB and Kindle. Book excerpt: 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.

The Business Judgment Rule

Author : Dennis J. Block
Publisher :
ISBN 13 :
Total Pages : 782 pages
Book Rating : 4.F/5 ( download)

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Book Synopsis The Business Judgment Rule by : Dennis J. Block

Download or read book The Business Judgment Rule written by Dennis J. Block and published by . This book was released on 1988 with total page 782 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Directors' Fiduciary Duties:The Continuing Problem of Effective Enforcement

Author : A. Boyle
Publisher : Springer
ISBN 13 :
Total Pages : 50 pages
Book Rating : 4.3/5 (9 download)

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Book Synopsis Directors' Fiduciary Duties:The Continuing Problem of Effective Enforcement by : A. Boyle

Download or read book Directors' Fiduciary Duties:The Continuing Problem of Effective Enforcement written by A. Boyle and published by Springer. This book was released on 1988-08 with total page 50 pages. Available in PDF, EPUB and Kindle. Book excerpt:

The Business Judgment Rule

Author : Dennis J. Block
Publisher : Aspen Publishers
ISBN 13 : 9781567061710
Total Pages : 3658 pages
Book Rating : 4.0/5 (617 download)

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Book Synopsis The Business Judgment Rule by : Dennis J. Block

Download or read book The Business Judgment Rule written by Dennis J. Block and published by Aspen Publishers. This book was released on 1995-12-31 with total page 3658 pages. Available in PDF, EPUB and Kindle. Book excerpt: Now in its Fifth Edition, this is the authoritative guide to corporate directors, duties, with citations to relevant court decisions of influential federal and state courts. All the myriad developments relating to the business judgment rule; the fiduciary duties of care, loyalty, and disclosure; contests for corporate control; shareholder derivative litigation; indemnification; and directors' and officers' liability insurance are covered. Chapter 1 addresses the historical origins of the business judgment rule, its rationale, the rule's presumption, the fairness standard governing board conduct not protected by the rule, the elements of the rule, and efforts to codify the rule in the Model Business Corporation Act and Principles of Corporate Governance: Analysis and Recommendations. In Chapter 2, the authors discuss the duty of care, the duty of loyalty, the duty of disclosure, the fiduciary duties of directors of financially troubled corporations, and transactions involving corporate control--current law and strategies. In Chapter 3, the authors provide extensive coverage of all of the major contests for corporate control and proxy contest cases. In Chapter 4, the authors present a complete review of derivative litigation. Finally, Chapter 5 addresses the latest developments in indemnification and directors' and officers' insurance.