The Company Director: Powers, Duties and Liabilities

This is an established work which has, for many years, been a valuable resource for those managing companies and for those advising them on what is becoming an increasingly complex legal framework. The introduction of statutory directors' duties under the Companies Act 2006 represented a significant development in the legal control of directors and significantly expanded the areas of potential liability which could arise. When combined with the increased potential for derivative claims from shareholders, the new duties present considerable cause for concern for directors and who now must be even more aware of the responsibilities and obligations attached to their office. For this reason, a text of this nature will always be a welcome addition to the bookshelf.

This new edition incorporates not only the changes implemented by the Companies Act 2006 but also more recent legislation, such as the Bribery Act 2010 and the Corporate Manslaughter and Corporate Homicide Act 2007, both of which have far reaching implications for companies of all types. As with previous editions, this new legislation is incorporated seamlessly into the text, providing an updated and highly readable commentary which is, at the same time, both accessible and authoritative. Inevitably, however, it is the provisions of the Companies Act 2006 which dominates the text and the first two chapters of the book are devoted to an overview of the key sections of this weighty statute and its impact on aspects of the company's management. Important provisions are explained in a crisp, concise style which enables the reader to gain the relevant information quickly and easily and this is a great advantage to the busy professional, particularly when dealing with such complex subject matter. It is to the credit of the authors that they have succeeded in making such material accessible.

After this helpful summary of the new provisions, the text then turns to specific aspects of the work of directors and considers in depth the relevant regulation. In this way, topics such as the appointment and removal of directors and the powers of directors are considered in detail, providing useful guidance on key areas such as changes to share capital and the exercise of collective and delegated powers. Similarly, directors' terms of service and relations within the board both benefit from a similar degree of explanation and clarification which is clear and informative. Perhaps, the most valuable section of the book, however, is the three chapters devoted to the new regime for directors' duties under CA 2006, the liabilities of directors and the relationship between directors and shareholders. This is crucial information for any director and will be valued by anyone seeking to ensure that their conduct remains in accordance with the new provisions. As with previous sections, the overall accessibility of the information is greatly enhanced by a commendable writing style which will be greatly appreciated by much of the potential readership.

Were this all that the book contained it would represent good value to the average director but there is more in the form of chapters on both the Bribery Act 2010 and the Corporate Manslaughter and Corporate Homicide Act 2007. This is particularly welcome as these are legislative developments which are, at the same time, far reaching and little understood. Both topics are explained with welcome clarity. Similarly, a chapter on corporate governance outlines key responsibilities under the UK Corporate Governance Code and considers areas of particular importance to directors, such as directors' service agreements, the function of the board and corporate social responsibility. The book concludes with a section of helpful appendices, including the revised articles of association, key provisions from the Companies Act 2006, draft service form agreement for an executive director and the UK Corporate Governance Code. This simply serves to emphasise the value of this text as single source of reference for the busy director.

In summary, it is difficult to see what else the authors could have included to make this title more valuable to the average company director. It is wide ranging and informative, addressing all of the key areas of concern for those managing the company. In addition, the text is written in a format which enables areas of uncertainty to be settled quickly and easily, which will no doubt be greatly appreciated by many readers. As such, this represents the ideal desktop reference guide for the director and richly deserves its continuing success.