Andrew Keay - Böcker

The book provides an analytical exposition of the law concerning directors’ liability for the losses sustained by their companies’ creditors, when the directors’ companies are in financial distress or become insolvent. It is a detailed one-stop resource for obtaining a good understanding of the law which has developed from legislation and case law. In particular, there is a detailed consideration of what needs to be proved, what defences there are, and what might be the issues of concern for all parties. A doctrinal method is adopted and there is extensive analysis of the relevant legislation and case law. Rather than merely referring to cases to support propositions, the discussion considers many of the cases in context and in depth and their relevance to the aim of the book. The book also endeavours to provide views, in a practical way, on aspects of the law and it identifies problems and how they may be addressed.Of interest to legal practitioners and insolvency practitioners alike, in addition the book will be useful to directors, government officials and academics.

The enlightened shareholder value principle (ESV) was formulated during the comprehensive review of UK company law by the Company Law Steering Group in the late 1990s and early 2000’s and requires directors of companies to act in the collective best interests of shareholders. The principle was taken up by the then UK Government and is now embedded in the Companies Act 2006. The emergence of the principle constitutes an important development in corporate governance, particularly in determining what directors must consider when managing the affairs of their companies.This book explains and analyzes the nature of ESV and its contribution to corporate governance whilst also examining where it fits into the existing theoretical landscape. Andrew Keay traces the development of the principle of ESV and considers it in the context of the existing principles which have historically influenced corporate governance. In doing so, the book draws on several empirical studies thereby enabling us to gauge how the ESV principle is addressed in commercial practice. Keay goes on to compare ESV with the constituency statutes that apply in the US in order to determine whether anything can be learnt from the American experience. The book also assesses the reaction of other jurisdictions to the advent of ESV and considers what impact ESV will have on financial institutions and non-financial institutions in the aftermath of the global financial crisis.

Within corporate governance the accountability of the board of directors is identified as a major issue by governments, international bodies, professional associations and academic literature. Boards are given significant power in companies, and as a consequence it is argued that they should be accountable for their actions. Drawing on political science, public administration, accounting, and ethics literature, this book examines the concept of accountability and its meaning in the corporate governance context. It examines the rationale for making boards accountable, and outlines the obstacles and drawbacks involved in providing for accountability.The book goes on to examine how current mechanisms for ensuring accountability are assessed in terms of fairness, justice, transparency, practicality, effectiveness and efficiency, before discussing the ways that accountability might be improved. Andrew Keay argues that enhanced accountability can provide better corporate governance, helping to reduce the frequency and severity of financial crises, and improve confidence in company practice.As an in depth study of a key element within the exercise of authority and management in corporate entities, this book will be of great use and interest to researchers and students of corporate governance, business and management, and corporate social responsibility.

The book provides an analytical exposition of the law concerning directors’ liability for the losses sustained by their companies’ creditors, when the directors’ companies are in financial distress or become insolvent. It is a detailed one-stop resource for obtaining a good understanding of the law which has developed from legislation and case law. In particular, there is a detailed consideration of what needs to be proved, what defences there are, and what might be the issues of concern for all parties. A doctrinal method is adopted and there is extensive analysis of the relevant legislation and case law. Rather than merely referring to cases to support propositions, the discussion considers many of the cases in context and in depth and their relevance to the aim of the book. The book also endeavours to provide views, in a practical way, on aspects of the law and it identifies problems and how they may be addressed.Of interest to legal practitioners and insolvency practitioners alike, in addition the book will be useful to directors, government officials and academics.

This comprehensive book provides an up-to-date and accessible overview of the relevant law and key issues surrounding company voluntary arrangements (CVAs). Andrew Keay and Peter Walton discuss the historical background as well as the procedural and legal requirements of CVAs.Keay and Walton outline how CVAs can enable an insolvent company to come to terms with its situation and agree a way forward with its creditors. With a focus on the law in England and Wales, they assess the relevant procedure, investigating how the pertinent provisions in the Insolvency Act 1986 and the Insolvency Rules 2016 have been interpreted and applied. The book further examines the critical case law that has developed since the introduction of CVAs in 1986.Key Features:Combines cutting-edge research with detailed analysis on the legal nature of CVAsExplores the role of insolvency practitioners and other stakeholders in commencing and running a CVASheds light on the professional regulatory framework and considers how different creditors are impacted by CVAsCompany Voluntary Arrangements is an essential resource for practitioners and policymakers in company and insolvency law, as well as corporate law and governance. It will also greatly benefit academics studying corporate and insolvency law.

The enlightened shareholder value principle (ESV) was formulated during the comprehensive review of UK company law by the Company Law Steering Group in the late 1990s and early 2000’s and requires directors of companies to act in the collective best interests of shareholders. The principle was taken up by the then UK Government and is now embedded in the Companies Act 2006. The emergence of the principle constitutes an important development in corporate governance, particularly in determining what directors must consider when managing the affairs of their companies.This book explains and analyzes the nature of ESV and its contribution to corporate governance whilst also examining where it fits into the existing theoretical landscape. Andrew Keay traces the development of the principle of ESV and considers it in the context of the existing principles which have historically influenced corporate governance. In doing so, the book draws on several empirical studies thereby enabling us to gauge how the ESV principle is addressed in commercial practice. Keay goes on to compare ESV with the constituency statutes that apply in the US in order to determine whether anything can be learnt from the American experience. The book also assesses the reaction of other jurisdictions to the advent of ESV and considers what impact ESV will have on financial institutions and non-financial institutions in the aftermath of the global financial crisis.

Within corporate governance the accountability of the board of directors is identified as a major issue by governments, international bodies, professional associations and academic literature. Boards are given significant power in companies, and as a consequence it is argued that they should be accountable for their actions. Drawing on political science, public administration, accounting, and ethics literature, this book examines the concept of accountability and its meaning in the corporate governance context. It examines the rationale for making boards accountable, and outlines the obstacles and drawbacks involved in providing for accountability.The book goes on to examine how current mechanisms for ensuring accountability are assessed in terms of fairness, justice, transparency, practicality, effectiveness and efficiency, before discussing the ways that accountability might be improved. Andrew Keay argues that enhanced accountability can provide better corporate governance, helping to reduce the frequency and severity of financial crises, and improve confidence in company practice.As an in depth study of a key element within the exercise of authority and management in corporate entities, this book will be of great use and interest to researchers and students of corporate governance, business and management, and corporate social responsibility.

Critically analyzing the substantive law of insolvency in the EU countries as a whole, this book carries out horizontal cross-cutting analysis of the data gathered from a study of national insolvency laws. It selects particular areas for detailed discussion and considers the pros and cons of particular legislative solutions. Using the US and Norway as comparator countries, the expert authors identify areas where disparities in national laws produce problems that have impacts outside national boundaries. They analyse these against key policy goals including; improving economic performance throughout the EU, Promoting a more competitive business environment, efficient asset allocation and building more stable and sustainable human capital in terms of support for entrepreneuers and responses to consumer overindebtedness. The book also considers possible reform and harmonisation measures situated against the wider contextual background of the Capital Markets Union and the Europe 2020 agenda of promoting jobs and growth. Discerning and practical, European Insolvency Law will appeal to academics in both insolvency and finance as well as Insolvency practitioners and lawyers. Its reform suggestions will be of interest to EU Member States' government departments as well as providing a useful reference for Consumer associations and Debt charities.

This important book provides a comprehensive analysis of governance issues that exist in relation to the management of insolvent companies, both while an insolvent company is still controlled by the directors and when it passes into the hands of an insolvency practitioner in a formal insolvency regime. Throughout, the authors argue that the two most important features of corporate governance are transparency and accountability and offer a detailed analysis of the relevant law and practice.Key Features:Examination of the position of all stakeholders in an insolvent company, both before and during an insolvency regimeSpecialist explanation of what corporate governance entails and the recent developments that have occurred in relation to corporate governance as it affects insolvent companiesIn-depth consideration of the role of creditors, shareholders, the Insolvency Service, special managers and creditors’ committees during periods of insolvency as well as the role and functions of directors and insolvency practitioners who are the main focusOffering critical advice and bringing awareness of important issues, Corporate Governance and Insolvency will be a key reference work for lawyers and insolvency practitioners. The legal analysis provided will also be valuable to academics and students of corporate and insolvency law and governance.

This book provides an extensive analysis of the law and practice relating to insolvency litigation in England and Wales, as well as examination of other common law jurisdictions. Written by leading insolvency lawyers it addresses key concerns affecting the prosecution and defence of insolvency proceedings by drawing on a wide range of case law, providing detailed guidance on challenging issues.Key Features:Combines practice insights with a clear exposition of the relevant law as it affects the litigation relating to insolvency proceedingsFocuses on the law in England and Wales but incorporates consideration of law in other common law jurisdictionsEvaluates the Insolvency Rules 2016 and the Insolvency Act 1986 in the context of relevant case lawExamines a broad range of litigation topics, including insolvency processes, information gathering, claims, costs and funding, and cross-border regulationsInsolvency Litigation is a vital resource for legal practitioners specialising in insolvency, as well as all those seeking a wider understanding of insolvency litigation. Its insights are also beneficial to students and scholars of company and insolvency law, and dispute resolution.

This comprehensive book offers a thorough exposition and analysis of all aspects of the dissolution and restoration of companies. Considering all relevant UK legislation and case law, it examines the ways in which companies are both dissolved and restored, the issues that may arise in these processes, and the effects this has on the company and third parties.Key Features:Explanation of the processes leading to dissolution and restoration of companiesExamination of the general and particular effects of dissolution and restoration on a company and other related and non-related partiesIdentification and analysis of the most important issues related to dissolution and restoration, with reference to leading cases in the areaBackground information that provides an understanding of the role and effect of dissolution and subsequent restoration of some companies to the register of companiesDissolution and Restoration of Companies will be invaluable for solicitors advising clients and dealing with the processes involved in dissolution and restoration, as well as barristers interested in the issues raised and related case law. It will also be useful for insolvency practitioners, and for academics working in corporate and insolvency law.

This timely work is the first to comprehensively examine directors' responsibilities to creditors in times of financial strife, as well as addressing when these responsibilities arise, and what directors should have to do to ensure that they comply with their obligations. Keay explores the relevant issues from doctrinal, normative and comparative perspectives and addresses the question as to when directors are liable for wrongful trading, fraudulent trading or breach of their duties to creditors and whether directors should be held responsible for the before mentioned. Besides the relevant UK legislation and case law, legislation and case law from Australia, Canada, Ireland and the United States are examined and compared and reforms which take into account the aims and rationale of the relevant legislation as well as creditors' interests are proposed and assessed.Importantly, new approaches for courts which would make the nature of the responsibility and its timing more precise are suggested.Company directors have certain responsibilities to creditors of their companies. In particular, they should avoid fraudulent and wrongful trading and consider, as part of their duties, the interests of creditors when their companies might be, or are, in financial difficulty. The work is precipitated by the lack of coherence in the consideration of wrongful trading and the recent delivery of important cases on fraudulent trading. Also, this timely work is the first to comprehensively examine directors' responsibilities to creditors in times of financial strife, as well as addressing when these responsibilities arise, and what directors should have to do to ensure that they comply with their obligations. Keay explores the relevant issues from doctrinal, normative and comparative perspectives and seeks to address the question as to when directors are liable for wrongful trading, fraudulent trading or breach of their duties to creditors and whether directors should be held responsible for wrongful trading and failing to consider the interests of creditors. Besides the relevant UK legislation and case law, legislation and case law from Australia, Canada, Ireland and the United States are examined and compared, and reforms which take into account the aims and rationale of the relevant legislation as well as creditors' interests are proposed and assessed. Importantly, new approaches for courts which would make the nature of the responsibility and its timing more precise are suggested.

This timely work is the first to comprehensively examine directors' responsibilities to creditors in times of financial strife, as well as addressing when these responsibilities arise, and what directors should have to do to ensure that they comply with their obligations. Keay explores the relevant issues from doctrinal, normative and comparative perspectives and addresses the question as to when directors are liable for wrongful trading, fraudulent trading or breach of their duties to creditors and whether directors should be held responsible for the before mentioned. Besides the relevant UK legislation and case law, legislation and case law from Australia, Canada, Ireland and the United States are examined and compared and reforms which take into account the aims and rationale of the relevant legislation as well as creditors' interests are proposed and assessed.Importantly, new approaches for courts which would make the nature of the responsibility and its timing more precise are suggested.Company directors have certain responsibilities to creditors of their companies. In particular, they should avoid fraudulent and wrongful trading and consider, as part of their duties, the interests of creditors when their companies might be, or are, in financial difficulty. The work is precipitated by the lack of coherence in the consideration of wrongful trading and the recent delivery of important cases on fraudulent trading. Also, this timely work is the first to comprehensively examine directors' responsibilities to creditors in times of financial strife, as well as addressing when these responsibilities arise, and what directors should have to do to ensure that they comply with their obligations. Keay explores the relevant issues from doctrinal, normative and comparative perspectives and seeks to address the question as to when directors are liable for wrongful trading, fraudulent trading or breach of their duties to creditors and whether directors should be held responsible for wrongful trading and failing to consider the interests of creditors. Besides the relevant UK legislation and case law, legislation and case law from Australia, Canada, Ireland and the United States are examined and compared, and reforms which take into account the aims and rationale of the relevant legislation as well as creditors' interests are proposed and assessed. Importantly, new approaches for courts which would make the nature of the responsibility and its timing more precise are suggested.