Directors’ Duties, Conflicts and Liabilities

This course is aimed at lawyers but is also suitable for others with some prior corporate experience such as compliance officers and company secretaries. The course covers a private company director's duties (both statutory and non-statutory), how to deal with conflicts of different types and the liabilities that such directors may be subject to.

CONTENT

• Types of director
• Director authority
• Company decision-making
• Board meetings and board minutes
• Directors duties and recent case law
• Dealing with Conflicts and Disclosure
• Nominee directors and Joint Ventures
• Consequences of breach of duty (including derivative claims and unfair prejudice actions)
• Authorisation and Ratification of breaches of duty
• Insurance, Indemnification and Relief from Liability
• Company accounts, reporting and narrative reporting
• Criminal liabilities (e.g. Bribery, Fraud, Health & Safety)
• Liability on Insolvency (including a discussion of the recent Insolvency and Corporate Governance consultation)
• Disqualification

FOR WHOM:

Legal Officers and others who perform related functions

TRAINING METHODOLOGY

The training methodology combines lectures, discussions, group exercises and illustrations. Participants will gain both theoretical and practical knowledge of the topics. The emphasis is on the practical application of the topics and as a result participant will go back to the workplace with both the ability and the confidence to apply the techniques learned to their duties.