Directors Definition

GLOSSARY

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What does Directors mean?

A director of a company is responsible for the day-to-day management of that company. The directors make decisions on behalf of the company in order that it can carry on its business.

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Checklist for compromises of FCA-regulated entities: information requirements

Checklist for compromises of FCA-regulated entities: information requirements The Financial Conduct Authority (FCA) is the conduct regulator for financial services firms and financial markets in the United Kingdom. It has a duty under section 1B of the Financial Services and Markets Act 2000 (FSMA 2000) to pursue certain objectives, one of which is the consumer protection objective. The FCA lists its statutory objectives as to secure an appropriate degree of protection for consumers and to protect and enhance the integrity of UK financial markets, with a view to reducing the number of proposed compromises that they do not consider to be appropriate (see FG22/4, para 1.2). On 5 July 2022, the FCA published guidance on compromises of regulated firms (see FCA Guidance FG22/4 July 2022 and updated in January 2024) following their significant concerns about these tools being proposed and used by firms to avoid paying customers redress (see: LNB News 05/07/2022 72). Practitioners will need to take note of the guidance where the proposed compromise involves regulated companies, meaning...

Sentencing Guidelines for Corporate offenders—Money laundering checklist

Sentencing Guidelines for Corporate offenders—Money laundering checklist This Checklist summarises the Sentencing Council’s guidelines for money laundering offences committed by a corporate (Money Laundering Guidelines). The Money Laundering Guidelines can be accessed here: • Magistrates’ Court Sentencing Guideline—Corporate offenders: fraud, bribery and money laundering—for use in cases involving corporates being sentenced in the magistrates’ court • Crown Court Sentencing Guideline—Corporate offenders: fraud, bribery and money laundering—for use in cases involving corporates being sentenced in the Crown Court The Sentencing Council also publishes a number of overarching guidelines, which should be considered in respect of all sentencing exercises. These include: • Totality guideline (Crown Court) • Totality guideline (magistrates’ court) • General guideline—overarching principles (Crown Court) • General guideline—overarching principles (magistrates’ court) • Reduction in sentence for a guilty plea (Crown Court) • Reduction in sentence for a guilty plea (magistrates’ court) For more information, see Practice Note: Sentences imposed following conviction. Among these overarching guidelines, the General guideline: overarching principles (the General guideline) is specifically designed...

Appointment, retirement and resignation of a director

This Practice Note focuses on the law and practice relating to the appointment of directors and how a director can retire or resign. It examines the role of a director and the different types of director. It also covers the notifications and other steps that are required when there is a change of director, such the need to update the statutory registers and make filings at Companies House. It considers the relevant provisions of the Companies Act 2006 (CA 2006) and a company’s articles of association.This Practice Note also covers the additional provisions relating to the appointment, retirement and resignation of directors of listed public companies including the UK Corporate Governance Code (UKCG Code), which applies to UK and overseas companies with a listing of equity shares in the equity shares (commercial companies) category in the UK (listed companies).A director may also be removed or dismissed. The removal of a director is covered in a separate Practice Note: Removal of a director.The role of a directorIn basic terms, the directors...

Powers of directors

The directors of a company are responsible for the day-to-day management of that company.The directors make decisions on behalf of the company in order that it can carry on its business, including making decisions relating to the company:•raising funds•entering into contracts•purchasing or renting premises•acquiring stock or equipment, and•employing peopleFor details on decision making by directors, and the processes and procedures typically involved, see Practice Notes: Directors’ decision-making—power, authority and duties, Directors’ decision-making—convening board meetings, Directors’ decision-making—conduct at board meetings, Directors’ decision-making—post board meeting formalities and Directors’ decision-making—written resolutions and decisions by sole directors.Where do the directors’ powers come from?The directors are empowered to act on the company’s behalf by:•the company’s articles of association•the Companies Act 2006 (CA 2006)•common law, and•any applicable resolutions of its membersThe directors’ powers are subject to:•any provisions in the company’s articles of association limiting those powers•the directors’ general duties as set out in CA 2006, and•matters reserved to the members by CA 2006Powers conferred by the articles of associationFor companies subject to the model articles, the...

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Warranty limitations—pro-seller—share purchase agreement

Insert the following definitions as new definitions into clause 1 of Precedent: Share purchase agreement—pro-buyer—corporate seller—conditional—long form: 1 Definitions and interpretation Claim means a claim by the Buyer for any breach of the provisions of this Agreement (including a claim for breach of the Warranties); Data Room means the data room relating to the [Company OR Group] comprising all contracts, agreements, licences, documents and other information made available to the Buyer and its advisers, as listed in the Data Room index attached to the Disclosure Letter; The ScheduleLimitations on the Warranties ...

Execution clause—limited partnership—deed

Option 1—deed executed by an individual general partner in the presence of a witness Executed as a deed by [insert name of limited partnership] acting by [insert name of general partner] in the presence of: .................................................[signature of general partner]General Partner .................................................[signature of witness]

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Where a settlement agreement provides for the employer to make a contribution to the employee’s legal costs, payable direct to the employee’s law firm, can the law firm bring proceedings against the employer if it fails to pay?

Where a settlement agreement provides for the employer to make a contribution to the employee’s legal costs, payable direct to the employee’s law firm, can the law firm bring proceedings against the employer if it fails to pay? For information on: • the legal requirements that must be met for a settlement agreement to be binding and valid to settle statutory employment claims, see Practice Note: Settlement agreements in employment—legal requirements • the practical issues that typically arise in relation to a settlement agreement, see Practice Note: Settlement agreements in employment—practical and tax issues Contribution to legal costs A settlement agreement will typically provide for the employer to make a contribution to the employee’s legal costs. For general information on payment of legal fees incurred by an employee in relation to a settlement agreement generally, see the section of Practice Note: Settlement agreements in employment—practical and tax issues entitled ‘Payment for legal advice’. For a sample clause in the settlement agreement dealing with payment of legal fees, see Clause 13.2...

What is the position of a security holder if the company that created the security is dissolved?

What is the position of a security holder if the company that created the security is dissolved? This Q&A focuses on the impact the dissolution of a security provider can have on the ability of a security holder to effectively enforce its security. It also considers the position of a receiver appointed by the security holder prior to the dissolution of the relevant company. Summary If a security provider is dissolved as a matter of English law it is normally still possible for the security holder to enforce the security it holds by exercising the mortgagee’s power of sale. There may be circumstances in any particular case that make an application to restore the dissolved company to the register desirable to protect the security holder’s position. Circumstances where this issue commonly arises The problems associated with a security provider being dissolved while security is in force occur most often in real estate finance and other asset finance transactions. Typically, these issues arise where a special purpose...

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Share Incentives weekly highlights—14 November 2024

This week's edition of Share Incentives weekly highlights includes (1) publication of Finance Bill 2024–25, (2) a change in the bonus rates for SAYE schemes and (3) a new Q&A which considers the requirements of the 'trustee independence condition' in respect of employee ownership trusts (EOTs), which was announced as part of Autumn Budget 2024 and for which draft legislation has also been published.

Restructuring & Insolvency weekly highlights—14 November 2024

This week's edition of Restructuring & Insolvency weekly highlights includes: an analysis of the test to be applied when ascertaining an individual’s centre of main interests (‘COMI’) for the purpose of opening insolvency proceedings under the EU Recast Regulation on Insolvency (DL v Land Berlin), a look at a decision to extend freezing orders obtained ex parte under sections 212–213 of the Insolvency Act 1986 (Piacqudio v Sparkes), plus a round-up of other news and cases for restructuring and insolvency professionals.

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171 Duty to act within powers

A director of a company must—(a) act in accordance with the company's constitution, and(b) only exercise powers for the purposes for which they are conferred.

177 Duty to declare interest in proposed transaction or arrangement

(1) If a director of a company is in any way, directly or indirectly, interested in a proposed transaction or arrangement with the company, he must declare the nature and extent of that interest to the other directors.(2) The declaration may (but need not) be made—(a) at a meeting of the directors, or(b) by notice to the directors in accordance with—(i) section 184 (notice in writing), or(ii) section 185 (general notice).(3) If a declaration of interest under this section proves to be, or becomes, inaccurate or incomplete,

Directors is referenced 2 in UK Parliament Acts

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GLOSSARY