Ensuring your business has sound legal management.
If you are a director, or you intend to become one, you are advised to read these articles! They will help you understand your duties and hopefully ensure you carry them out properly.
A director owes general duties to a company. The duties are set out in the Companies Act 2006 (“CA 2006”) and are:
A duty to act in accordance with the company’s constitution and properly exercise powers (s.171, CA 2006)
A duty to promote the success of the company (s.172, CA 2006)
A director should act in a way which is most likely to promote the success of the company for the benefit of the shareholders. This includes having regard (amongst other matters) to:
A duty to exercise reasonable care, skill and diligence (s.174, CA 2006)
A duty to avoid conflicts of interest (s.175, CA 2006)
A director should avoid a situation in which the director has, or can have, a direct or indirect interest that conflict, or possibly may conflict, with the interests of the company and is subject to various exceptions.
A duty not to accept benefits from third parties (s.176, CA 2006)
A director should not accept a benefit from a third party which is conferred by reason of the director being a director, or them doing (or not doing) anything as a director.
A duty to declare interests in proposed transactions or arrangements (s.177, CA 2006)
A director should declare if they are in any way, directly or indirectly, interested in a proposed transaction or arrangement with the company, and explain the nature and extent of that interest to the other directors.
Our Corporate and Commercial Team advise company directors on how to ensure that they carry out their duties properly, as well as companies who wish to bring a claim against a director and directors who face allegations of a breach of their duties made against them by a company.
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The team is highly experienced in advising on corporate transactions from large, complex deals to sales of SMEs to trade purchases or management buy-outs.
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