The Liver Building

Managing & Mitigating Directors’ Conflicts under the Companies Act (online)


Speaker: David Impey

Date: Wednesday 22nd May, 2024

Time: 10:00 - 11:30

Areas of Law: Civil Litigation; Company & Commercial

Competencies: B


Course Code: S4793


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
    • 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.

Speaker Biographies

David impey is a solicitor of 37 years standing specialising in company law, now non
practising, and a writer and lecturer on company law and practice.
He takes a lively and practical approach, helping solicitors, accountants, company
secretaries and in-house lawyers understand legal rules and regulations, identify the
practical pitfalls to look out for and what to do about them.
He is also co-author of The Company Director: Powers, Duties and Liabilities,
Running a Limited Company and Modern Law of Meetings and a contributor to
Jordans Company Administration and Governance.


Member £65
Non-member £90
Training Passport Free
Note: 20% VAT added at checkout