Company Directors

Mark Arnold KC read law at Downing College, Cambridge and was called to the Bar by Middle Temple in 1988. Upon completion of pupillage, he joined South Square, from which he has practised ever since, specialising in company, insolvency and restructuring law. He took silk in 2013 and served as joint Head of Chambers 2017-2022. Simon Mortimore KC is a barrister at South Square Chambers in London, specializing in corporate, insolvency, banking, and commercial law. He specialises in domestic and cross-border restructuring and insolvency, banking and finance and company law, particularly offshore.

1: Historical Introduction to the Law Relating to the Duties and Liabilities of Directors
2: The Current Legal Framework Relating to Directors
3: Directors and other Officers: Requirement and Definitions
4: Directors' Powers and Responsibilities
5: Directors' Decision Making and Delegation
6: Appointment of Directors
7: Termination of Appointment of Directors
8: Directors' Terms of Services
9: Taxation of Directors' Earnings and Benefits
10: General Duties of Directors
11: Duty to Act within Powers
12: Duty to Promote the Success of the Company
13: Duty to Exercise Independent Judgement
14: Duty to Exercise Reasonable Care, Skill, and Due Diligence
15: Duty to Avoid Conflicts of Interest
16: Duty Not to Accept Benefits from Third Parties
17: Duty to Declare Interest in Transaction or Arrangement
18: Transactions with Directors Requiring Approval of Members
19: The Company's Remedies for Breach of Directors' General Duties
20: Directors' Liabilities: Exemption, Indeminification, and Ratification
21: Directors' Liabilities: Provision
22: Members' Personal and Derivative Claims
23: Members' Unfair Prejudice Claims and Winding-Up Petitions
24: Liabilities of Directors to Third Parties
25: Decision-Making by Members
26: Accounting Records and Disclosure Requirements
27: Capital and Distributions
28: Reorganizations and Takeovers
29: Pension Schemes
30: The Regulatory Liability of Directors
31: Disqualification Proceedings
32: Civil Penalties for Market Abuse
33: Directors' Functions and Duties in Insolvency Proceedings
34: Directors' Liabilities in Insolvency Proceedings
35: Criminal Liability of Directors
36: Duties and Liabilities of Directors of Foreign Companies