Directors are uniquely subject to specific legal obligations in many areas of their business life and failure to comply can be a criminal offence with serious consequences. The Companies Act 2006 created a set of codified duties owed by directors to the company itself. These duties can be enforced by the company itself and in some circumstances by its shareholders on the company’s behalf.
Whatever challenge you face as a Director, our specialist Directors team includes leading experts in corporate, dispute resolution, employment, insolvency and regulatory law who will provide you with clear, practical and experienced guidance.
The Companies Act 2006 created a set of codified duties owed by directors to the company itself.
To declare interest in proposed transaction or arrangements with the company
These duties can be enforced by the company itself and in some circumstances by its shareholders on the company’s behalf. Our team is on hand to give expert guidance both during the day-to-day management of a company and should a dispute arise between directors.
We are often asked to advise directors on general company law matter and governance. An in-depth and solid knowledge of the Companies Acts means the team are always at hand to help. We also have a dedicated team undertaking company secretarial matters for private companies, from a registered office only facility to an all-encompassing full company secretarial service, including giving notice of and managing general meetings.
A company’s shareholders are its owners, whereas the day-to-day running of the company is the responsibility of its directors. There is often an overlap between these two roles, particularly with smaller companies. However, both roles carry clearly defined and different rights and responsibilities.
A well drafted shareholders’ agreement can help define the boundaries, particularly concerning the shareholders’ rights to appoint and remove directors. A shareholders’ agreement can also prevent disputes between shareholders arising in the first place or, where they do, make them more straightforward to resolve.
We also have extensive experience of acting in disputes between directors and/or shareholders, and unfair prejudice actions by minority shareholders.
Directors whose conduct is particularly culpable may be subject to disqualification proceedings. A term of disqualification can be made for between 2 to 15 years. In assessing unfitness, the Court will consider:
We are on hand to give sensible and pragmatic guidance through this difficult process.
Health and safety must be seen as a priority for those running any organisation and it can be difficult for an individual Director to have sufficient knowledge of health and safety legislation. Health and safety legislation is enforced through Local Authorities and the Health and Safety Executive (HSE). A successful criminal prosecution can result in fines for the company and custodial sentences for directors and senior managers.
We can advise you what systems and practices need to be in place and how directors can discharge their legal obligations. Directors need to be aware that if a health and safety offence is committed with their consent, connivance or as a result of their neglect, they can be prosecuted personally and can be fined, imprisoned and disqualified as a director.
When a company is facing financial difficulty, its directors must also consider the interests of the company’s creditors. Failure to do so can lead to the directors incurring personal liability for wrongful trading or misfeasance.
Our business recovery team are experienced in providing, clear, practical and detailed support to insolvency practitioners, business owners, including board members and shareholders at difficult and challenging times. We recognise the urgency and have a proven record in delivering timely and tailor made support to insolvency practitioners, plus owners and management teams alike. We care about you and your business and we are here to help.
A service contract will typically specify a director’s remuneration, length of fixed term, notice period and post-contractual restrictive covenants. Our top ranked employment team will ensure that this is properly drafted at the outset, to help avoid future problems. Where difficulties do arise we have many years’ experience of protecting the interests of both departing directors and their former employers.
Directors must generally account to the company for any profit that they make from their office. However, transactions between a director and a company will be permitted if proper disclosure is given and the transaction is approved correctly by a resolution of the company’s shareholders.
Specific examples include loans to directors, substantial property transactions and contracts in which the director has a personal interest. Our team is on hand to help you stay the right side of the line.