Private company advisors and their company and director clients need to be able to identify directors’ (and, since the Burnell case, ex-directors’) Companies Act s 175 ‘situational’ or s 177 ‘transactional’ conflicts when they occur, and the practical steps to take to avoid or manage them – such as ‘safe harbours’ and ‘conduct’ provisions in articles; member or board authorisation or ratification; and appropriate procedures, policies and record-keeping.
This online course will help commercial lawyers in private practice and in-house, and company directors and secretaries cover all the bases, including for companies in a group, and take the practical steps needed to keep conflicted directors within the law.
- Terminology
- ‘Situational’ and ‘transactional’ conflicts
- Situational conflicts (s 175)
- The elements of the duty
- Remedies for breach
- Examples of ‘situations’
- Exceptions
- Who is caught?
- NEDs, de facto, shadow directors?
- Ex-directors – the Trans-Tag case
- Authorisation of situational conflicts by members
- Pre-authorisation in articles (safe harbour provisions)
- Common provisions
- Authorisation by (independent) directors
- Conditions
- ‘Conduct’ provisions in articles/resolutions
- Group situations
- Practical takeaways
- Pre-authorisation in articles (safe harbour provisions)
- Transactional conflicts (ss 177 and 182)
- Elements and exceptions
- Mechanics
- Special situations – sole and shadow directors
Can’t make the date/time or need to revisit the training? No problem, booking onto this event means you will receive a link to access a recording of the event at your leisure! The link will be sent within approx 72hrs of live broadcast & be available for approx. 3 months, to view as many times as you wish.