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2016
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2 pages
1 file
AI-generated Abstract
This seminar focuses on the recent updates to the Companies Act 2016, emphasizing the changes to company law rules introduced by the Companies Bill 2015, recent case law developments, and the distinctions between common law and statutory provisions. It is designed for academics and legal practitioners to engage in interactive discussions and gain a deeper understanding of the operational principles of company law under the new regulatory framework.
2011
This paper critically assesses whether the enactment of the Companies Act 2006 in England makes a real difference to the duties of company directors. By deducing evidence of court rulings in several cases, the paper suggests that the Companies Act 2006 was necessary to safeguard the governing documents of companies. The paper however, rejects the notion that the Act provides new ways of dealing with company directors in that it simply merged various pre-existing laws and also codified the common law rule of duty of care.
International Journal of Social Sciences and Management Research, 2024
This paper discussed the duties of directors of companies, the principle of corporate governance and the role of directors as a board to ensuring good corporate governance. It discussed the appointment, powers, removal and rotation of directors. This research work adopted the doctrinal approach. It relied on both primary and secondary sources of information or data. Primarily, it utilizes a legal approach using primary data such as the Companies and Allied Matters Act 2020 and the Code of Corporate Governance for Public Companies. The secondary sources of data uitilised include textbooks, online articles in learned journals, relevant materials from the Internet, Magazines, Newspapers, other Periodicals, Dictionaries and Reports. It was found that directors are very important figures in the administration of a company and their relationship being a fiduciary one is most certainly a relationship of utmost truth and that the Board of Directors is at the very core of existence of a company. The paper concluded that despite the rich provisions of the CAMA and the Code of Corporate Governance as to the role of the directors in eThis paper discussed the duties of directors of companies, the principle of corporate governance and the role of directors as a board to ensuring good corporate governance. It discussed the appointment, powers, removal and rotation of directors. This research work adopted the doctrinal approach. It relied on both primary and secondary sources of information or data. Primarily, it utilizes a legal approach using primary data such as the Companies and Allied Matters Act 2020 and the Code of Corporate Governance for Public Companies. The secondary sources of data uitilised include textbooks, online articles in learned journals, relevant materials from the Internet, Magazines, Newspapers, other Periodicals, Dictionaries and Reports. It was found that directors are very important figures in the administration of a company and their relationship being a fiduciary one is most certainly a relationship of utmost truth and that the Board of Directors is at the very core of existence of a company. The paper concluded that despite the rich provisions of the CAMA and the Code of Corporate Governance as to the role of the directors in ensuring good corporate governance, there are still challenges in achieving this role, the paper therefore make recommendations on how to effectively monitor compliance and balance the diverse interests of all stakeholders.chieving this role, the paper therefore make recommendations on how to effectively monitor compliance and balance the diverse interests of all stakeholders.
Academia Letters, 2021
A director is "bound to take such precautions and show such diligence in their office as a prudent man of business would exercise in the management of his own affairs."[1] This may be considered very old but it still holds lots of relevancy. Those days are gone where certain family-owned companies referred to themselves as industry monopolies when doing everything they pleased to disgrace Corporate Authority and integrity to the fullest degree conceivable. Shareholders of the new era are more mindful of their duties than ever before and more influential than anybody can fathom. Through the Shareholders Revolt, corporate governance becomes a democracy, with shareholders as the supreme force nominating the department in the form of directors to run the show and gain them financial benefit. The Directors are entrusted with appropriate authority but also with expanded liability as a result of this process. The Companies Act 2013 has guaranteed that this balancing of power and duties is upheld to the greatest degree possible for the good of shareholders and to ensure effective corporate governance. It implements both administrative and disciplinary steps, including strict judicial measures, to ensure that laws are enforced properly, to prevent corporate governance mishaps, and to protect the organization's legal sanctity. Let us discuss the particular features of this modern age of corporate governance and increase awareness of the Directors' roles.
2006
This thesis is part o f a "to-and-fro"-ing process. It takes the current available empirical research and searches for alternate explanations that may be more powerful than current hypotheses can provide. Most of the argumentation takes econometric corporate governance studies and asks if qualitative studies of the relevant laws may yield deeper or subtler insights into how these results were reached. Many parts of this A. Board composition. Several studies have shown board composition to have minimal correlation with firm performance. (Romano 1999) In facts, most books on board design recognize that there is an necessary tension in board composition: the board must a) understand the business and b) maintain a cordial relationship with management. The main issues in board composition are then practical and personal, rather than legal and structural. (See, for example, Carter and Lorsch (2004), Garratt (2003), MacGregor (2000).) B. CEO compensation. While excessive CEO compensation has received intense criticism, in most cases the level of CEO compensation does not affect the performance o f the company. This is not to say that the issue should not be addressed. In their masterful discussion of the topic, Bebchuk and Fried (2004: 210-213) argue for reforms in corporate law and securities regulation that would allow shareholders more power in selecting and removing directors. (Note, however, Raj an and W ulf (2004) which finds that many managerial perks can genuinely be explained as improving managerial productivity.) C. Director liability. The most obvious legal solution to any problem is to make those deemed responsible legally liable for any misconduct. However, in the case of director liability, this has proven ineffective. In a study of four common law countries Chapter 3: The Uses of Debt Neither a borrower nor a lender be, For loan oft loses both itself and friend, And borrowing dulls the edge o f husbandry.
The Company Lawyer, 2005
Academic debate surrounding the scope, form and content of directors’ duties is perhaps one of the oldest issues in company law/corporate governance. It is also the issue that has proved most difficult to resolve. The recent work of the Company Law Review Steering Group has sought to move the debate forward by proposing a draft statement of directors’ duties and increasing the scope of the directors’ duties of disclosure. Here the draft statement is examined together with the Steering Group’s proposed rules relating to the Operating and Financial Review.
2018
Directors of listed entities in the United Kingdom are about to face greater demands from recent discussions on corporate governance reforms, in particular compliance with the obligations in section 172 of the Companies Act 2006. This article argues that leadership in a multistakeholder regime has become more important than ever.
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Jindal Global Law Review, 2015
Modern Law Review, 1988
of short-term interests-whether of both group or of either group. But (and this is the proposed "sub-rule") that present or shortterm interests (of both groups or of either group) claim satisfaction and ought to do so in equal measure unless the contrary is reasonably required in the continuing interests of both groups. A: The Present State of English Law The main fiduciary duty (which, like all directors' duties, is owed to the ~o m p a n y)~ was expressed as follows in Re Smith & Fawcett Ltd. :5 the directors are bound individually and collectively to exercise their powers "bona fide in what they consider-not what a court may consider-is in the interests of the company and not for any collateral purpose." This duty, "implicit by law,"6 is the primary fiduciary duty of each director under English law.' While the duty is often stated to be purely subjective,s there is little doubt that the "reasonable man" objective threshold will be applied by the court^.^ As was argued elsewherelo in regard to 49 See especially, R. Contin, Le contrdle de la gestion des sociktks anonymes. And in Italy F. Galgano, La Societd per arioni, (Vol. 7 in Trattato di diritto commerciale e di diritto pubblico dell' kconomia, Cedam, Padova (1984)) at p.232. For a useful contribution to the contractualisthstitutionalist debate in this country see Mary Stokes, "Company
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