This handbook provides definitive and practical guidance to the rights and obligations of company directors.

Benefit from the experience of leading experts With over 20 of the top legal experts contributing to this book, you can trust their lucid account and interpretation of the law as it relates to company directors. The handbook’s writing team provides invaluable insights and advice on areas where the practicalities of complying with companies’ regulation can be fraught with difficulties. It also offers opinion on appropriate courses of action on grey areas where the law remains annoyingly silent.

Key features

In-depth treatment of all relevant areas from appointment of directors to their removal; permitted transactions; disqualification and continuing professional development

• Extensive cross references to statutory and case law
• Examples
• At-a glance tables
• Comprehensive source materials

Up to date coverage of:

• Disclosure and Transparency Rules
• The new Model Articles
• Shareholder Rights Directive
• FSA Guidance on granting shares as security

Guidance you can rely on

Offering authoritative guidance to the many compliance issues facing company directors, the ICSA Directors Handbook provides an invaluable reference to all members of the board, company secretaries, and advisers.

Contributors

Oliver Barnes, Nicky Morgan and Beliz McKenzie of Travers Smith
Matthew Blows, Macfarlanes
Marlies Braun and Richard Isham, Wedlake Bell
Andrew Barton, David Bridge, Michelle de Kluyver and Sara George, Allen & Overy
Jemima Coleman, Andrew Taggart and Carol Shutkever, Herbert Smith
Rita Dattani, Freshfields Bruckhaus Deringer
Malcolm Davis-White QC, 4 Stone Buildings
Stephanie Henshaw, Francis Clark, Robin Hollington QC, New Square Chambers
Tony Hoskins and Ian Redington, The Virtuous Circle
James Johnson, Trowers & Hamlins LLP
Alexander Keepin, Charles Russell LLP,
Martin Mankabady, Mayer Brown International LLP
David Mensley, Corporate Partners Ltd
Rachel Mills, Lawrence Graham

Paperback •  ISBN: 9781860724022 •   Published March 2009 • £74.95

Contents
Preface
Contributors
Table of statutes
Table of cases
1. Introduction
2. Appointment of directors
3. Removal of directors
4. Powers of directors
5. Duties of directors
6. Directors' transactions with the company requiring shareholder consent
7. Directors' responsibility for accounts and reports
8. Directors as employees
9. Directors as shareholders
10. Board meetings
11. Shareholder meetings
12. Corporate Governance
13. Relations with stakeholders
14. Directors' liabilities
15. Shareholder remedies
16. Directors and Officers' insurance
17. Corporate indemnification of directors
18. Duties of directors of a company facing insolvency
19. Disqualification
20. Induction of directors and board performance evaluation
21. Appendices (1-3)
Glossary
Directory of sources

About the author


Rita Dattani: Rita Dattani is a knowledge management lawyer in the corporate department at Freshfields Bruckhaus Deringer LLP. She concentrates on providing technical advice on company law, corporate finance and public mergers and acquisitions, analysing new law and regulation as part of a team working to ensure that Freshfields remains at the cutting edge oflegal practice. She was previously at Norton Rose where she led its Companies Act 2006 team, including providing training and know-how to clients and the firm’s lawyers. Before this, Rita was a senior associate at Allen & Overy LLP. Rita qualified in 1993 and has considerable transactional experience in mergers and acquisitions and equity capital markets.