This one-day course in two parts is aimed at those wishing to develop an understanding of all aspects of being a private company director, from the positives to the warning signs and consequences of difficulties. It will be particularly useful for corporate and litigation lawyers, company secretaries advising directors and directors themselves.
The course utilises a realistic case study and recent case law examples to explore how directors should run private companies and what happens when they fall foul of company and insolvency law.
Uniquely, the sessions are run by two different trainers to provide delegates with both corporate governance best practice and litigation perspectives on the topic of directors’ conduct.
Morning Session: Good Practice
What does good governance look like? How should directors make decisions and why? This session includes:
- Board meeting best practice
- Directors' duties: how the duties should be considered when making decisions
- Active and passive directors’ responsibilities
- Transactions with directors
- Dealing with conflicts
- The range of responsibilities attaching to directors (e.g. company accounts, health and safety, employment law, competition law, fraud, bribery, etc.)
- What shareholders can do to hold directors to account
- Possible reliefs and protections for directors
Afternoon Session: Consequences of Bad Practice
The most likely liability for a director is disqualification for ‘unfitness’ in the context of corporate insolvency. This session explores what unfitness means: who can seek a disqualification order and how directors are prosecuted. In addition, other areas of potential liability for the errant director are considered, notably wrongful trading and misfeasance. We shall also look at proactive steps that can be taken to avoid potential action.
The session will include:
- An analysis of what constitutes ‘unfit’ conduct
- Practice and procedure in the disqualification arena
- Consequences of disqualification orders or undertakings
- The new compensation order regime – what does this mean?
- Wrongful trading: what needs to be proven?
- Misfeasance and other breaches of duty
- Recent case law developments
- Tips and tactics on how to prevent liability
These areas are particularly topical given recent changes in the whole field of insolvency law and a very practical approach to these issues will be taken.