Company Directors

Mark Arnold KC read law at Downing College, Cambridge and was called to the Bar by Middle Temple in 1988. Upon completion of pupillage, he joined South Square, from which he has practised ever since, specialising in company, insolvency and restructuring law. He took silk in 2013 and served as joint Head of Chambers 2017-2022.Simon Mortimore KC is a barrister at South Square Chambers in London, specializing in corporate, insolvency, banking, and commercial law. He specialises in domestic and cross-border restructuring and insolvency, banking and finance and company law, particularly offshore.

• 1: Historical Introduction to the Law Relating to the Duties and Liabilities of Directors 2: The Current Legal Framework Relating to Directors 3: Directors and other Officers: Requirement and Definitions 4: Directors' Powers and Responsibilities 5: Directors' Decision Making and Delegation 6: Appointment of Directors 7: Termination of Appointment of Directors 8: Directors' Terms of Services 9: Taxation of Directors' Earnings and Benefits 10: General Duties of Directors 11: Duty to Act within Powers 12: Duty to Promote the Success of the Company 13: Duty to Exercise Independent Judgement 14: Duty to Exercise Reasonable Care, Skill, and Due Diligence 15: Duty to Avoid Conflicts of Interest 16: Duty Not to Accept Benefits from Third Parties 17: Duty to Declare Interest in Transaction or Arrangement 18: Transactions with Directors Requiring Approval of Members 19: The Company's Remedies for Breach of Directors' General Duties 20: Directors' Liabilities: Exemption, Indeminification, and Ratification 21: Directors' Liabilities: Provision 22: Members' Personal and Derivative Claims 23: Members' Unfair Prejudice Claims and Winding-Up Petitions 24: Liabilities of Directors to Third Parties 25: Decision-Making by Members 26: Accounting Records and Disclosure Requirements 27: Capital and Distributions 28: Reorganizations and Takeovers 29: Pension Schemes 30: The Regulatory Liability of Directors 31: Disqualification Proceedings 32: Civil Penalties for Market Abuse 33: Directors' Functions and Duties in Insolvency Proceedings 34: Directors' Liabilities in Insolvency Proceedings 35: Criminal Liability of Directors 36: Duties and Liabilities of Directors of Foreign Companies