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Code Consequences for UK Boards

Adrian Cadbury

in Corporate Governance and Chairmanship A Personal View

Published in print:
2002
Published Online:
September 2011
ISBN:
9780199252008
eISBN:
9780191698088
Item type:
chapter
Publisher:
Oxford University Press
DOI:
10.1093/acprof:oso/9780199252008.003.0002
Subject:
Business and Management, Corporate Governance and Accountability, Strategy

The report of the Committee on the Financial Aspects of Corporate Governance with its Code of Best Practice was published in December 1992. The report included recommendations to investors, ... More


Definitions and Interaction between Duties

Langford Rosemary

in Company Directors’ Duties and Conflicts of Interest

Published in print:
2019
Published Online:
March 2021
ISBN:
9780198813668
eISBN:
9780191927980
Item type:
chapter
Publisher:
Oxford University Press
DOI:
10.1093/oso/9780198813668.003.0003
Subject:
Law, Company and Commercial Law

The purpose of this chapter is to lay the foundation for critical analysis in subsequent chapters, in providing an overview of the key aspects of regulation of conflicts in each jurisdiction. The ... More


Boilermakers and the Contractual Approach to Litigation Bylaws

Jill E. Fisch

in The Corporate Contract in Changing Times: Is the Law Keeping Up?

Published in print:
2019
Published Online:
September 2019
ISBN:
9780226599403
eISBN:
9780226599540
Item type:
chapter
Publisher:
University of Chicago Press
DOI:
10.7208/chicago/9780226599540.003.0011
Subject:
Law, Company and Commercial Law

Boards and shareholders are increasing using charter and bylaw provisions to customize their corporate governance. Recent examples include forum selection bylaws, majority voting bylaws and advance ... More


The Role of Other Duties

Langford Rosemary

in Company Directors’ Duties and Conflicts of Interest

Published in print:
2019
Published Online:
March 2021
ISBN:
9780198813668
eISBN:
9780191927980
Item type:
chapter
Publisher:
Oxford University Press
DOI:
10.1093/oso/9780198813668.003.0010
Subject:
Law, Company and Commercial Law

The general law duties to avoid conflicts and profits (the conflicts and profits rules) do not regulate all of the conflicts encountered by a director. In particular, where the conflict or profit ... More


Listed Companies: Regulatory Tools and Current Reform Issues

Theodor Baums

in Advances in Corporate Governance: Comparative Perspectives

Published in print:
2020
Published Online:
November 2020
ISBN:
9780198866367
eISBN:
9780191898501
Item type:
chapter
Publisher:
Oxford University Press
DOI:
10.1093/oso/9780198866367.003.0003
Subject:
Political Science, International Relations and Politics

Although corporate governance codes have spread across the European Union and beyond, and are regularly revised and adapted to changing national and international expectations of investors and other ... More


The Odd Couple: Delaware and Public Benefit Corporations

Michael B. Dorff

in The Corporate Contract in Changing Times: Is the Law Keeping Up?

Published in print:
2019
Published Online:
September 2019
ISBN:
9780226599403
eISBN:
9780226599540
Item type:
chapter
Publisher:
University of Chicago Press
DOI:
10.7208/chicago/9780226599540.003.0004
Subject:
Law, Company and Commercial Law

Public Benefit Corporations (“PBCs”) are a revolutionary new form of business organization that overturn the fundamental corporate principle of shareholder wealth maximization. Of the many questions ... More


Hedge Fund Activism, Poison Pills, and the Jurisprudence of Threat

William W. Bratton

in The Corporate Contract in Changing Times: Is the Law Keeping Up?

Published in print:
2019
Published Online:
September 2019
ISBN:
9780226599403
eISBN:
9780226599540
Item type:
chapter
Publisher:
University of Chicago Press
DOI:
10.7208/chicago/9780226599540.003.0007
Subject:
Law, Company and Commercial Law

This chapter reviews the single high profile case in which twentieth century antitakeover law has come to bear on management defense against a twenty-first century activist challenge — the Delaware ... More


Corporate Law

Hiroshi Oda

in Japanese Law

Published in print:
2021
Published Online:
April 2021
ISBN:
9780198869474
eISBN:
9780191905810
Item type:
chapter
Publisher:
Oxford University Press
DOI:
10.1093/oso/9780198869474.003.0012
Subject:
Law, Comparative Law

Japanese company law originally came from Germany. After the Second World War, there was some influence of US corporate law. In the aftermath of the economic crisis in the 1990s, Americanisation of ... More


Introduction to Company Law

Paul Davies

Published in print:
2020
Published Online:
April 2020
ISBN:
9780198854913
eISBN:
9780191888977
Item type:
book
Publisher:
Oxford University Press
DOI:
10.1093/oso/9780198854913.001.0001
Subject:
Law, Company and Commercial Law

Introduction to Company Law provides a conceptual introduction and a clear framework with which to navigate the intricacies of company law. The book analyses the mechanisms through which the law ... More


Corporate Opportunitie

Langford Rosemary

in Company Directors’ Duties and Conflicts of Interest

Published in print:
2019
Published Online:
March 2021
ISBN:
9780198813668
eISBN:
9780191927980
Item type:
chapter
Publisher:
Oxford University Press
DOI:
10.1093/oso/9780198813668.003.0008
Subject:
Law, Company and Commercial Law

Corporate opportunities are opportunities that arise as a result of a director’s position or opportunities that are relevant to the company’s business. The taking up of corporate opportunities by ... More


Appointment Of Directors

Martin Griffiths

in Company Directors: Duties, Liabilities, and Remedies

Published in print:
2017
Published Online:
March 2021
ISBN:
9780198754398
eISBN:
9780191927669
Item type:
chapter
Publisher:
Oxford University Press
DOI:
10.1093/oso/9780198754398.003.0008
Subject:
Law, Company and Commercial Law

This chapter deals with directors who are formally appointed to the role (including cases where the formal process is defective). It does not consider de facto or shadow directors. It describes the ... More


Directors’ Terms Of Service

Edward Brown

in Company Directors: Duties, Liabilities, and Remedies

Published in print:
2017
Published Online:
March 2021
ISBN:
9780198754398
eISBN:
9780191927669
Item type:
chapter
Publisher:
Oxford University Press
DOI:
10.1093/oso/9780198754398.003.0010
Subject:
Law, Company and Commercial Law

The terms of service of a director will usually be a matter for negotiation between the parties and incorporated within a written service agreement. The Companies Act imposes certain restrictions ... More


Duty To Exercise Reasonable Care, Skill, and Diligence

Mark Arnold

in Company Directors: Duties, Liabilities, and Remedies

Published in print:
2017
Published Online:
March 2021
ISBN:
9780198754398
eISBN:
9780191927669
Item type:
chapter
Publisher:
Oxford University Press
DOI:
10.1093/oso/9780198754398.003.0017
Subject:
Law, Company and Commercial Law

The 2006 Act, s 174 thus codifies the director’s duty to exercise reasonable care, skill, and diligence. It reflects the current position at common law, which itself reflects the tests laid down in ... More


The Current Legal Framework Relating To Directors

Simon Mortimore (ed.)

in Company Directors: Duties, Liabilities, and Remedies

Published in print:
2017
Published Online:
March 2021
ISBN:
9780198754398
eISBN:
9780191927669
Item type:
chapter
Publisher:
Oxford University Press
DOI:
10.1093/oso/9780198754398.003.0003
Subject:
Law, Company and Commercial Law

This work attempts to state the law of England and Wales relating to the duties and liabilities of directors of companies, both civil and criminal. The most important elements of the legal ... More


Directors’ Decision-Making and Delegation

William Willson

in Company Directors: Duties, Liabilities, and Remedies

Published in print:
2017
Published Online:
March 2021
ISBN:
9780198754398
eISBN:
9780191927669
Item type:
chapter
Publisher:
Oxford University Press
DOI:
10.1093/oso/9780198754398.003.0007
Subject:
Law, Company and Commercial Law

Chapter 4 explained how management powers are vested in directors. This Section A explains how directors, acting as a board or by delegation, take decisions to carry out those functions. The ... More


Termination Of Appointment Of Directors

Edward Brown

in Company Directors: Duties, Liabilities, and Remedies

Published in print:
2017
Published Online:
March 2021
ISBN:
9780198754398
eISBN:
9780191927669
Item type:
chapter
Publisher:
Oxford University Press
DOI:
10.1093/oso/9780198754398.003.0009
Subject:
Law, Company and Commercial Law

It is an essential feature of the management of any company that directors’ appointments are capable of termination, either voluntarily or upon the occurrence of some specified event, such as a ... More


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