Directors’ Duties in Private Companies - Focus on Avoiding Conflicts

Introduction

Legal advisors need to be sure their private company director clients understand and comply with their company law duties to avoid and disclose conflicts of interest under s 175 and s 177 Companies Act 2006 (and the associated s 182).

The rules are different for ‘situational’ and ‘transactional’ conflicts, and failure to comply has serious consequences in each case.

This webinar will guide you through these intricate duties, setting out the elements of each and common examples of how they can apply to directors of private companies (including in groups of companies, and joint ventures).

Consideration will be given to whether and how breaches can be authorised or ratified, including through ‘safe harbours’ and board authorisations.

The webinar will also discuss the pitfalls and traps to avoid and, most importantly, what private companies and their directors need to do to ensure best practice and proper compliance, to avoid the legal consequences of a breach.

What You Will Learn

This webinar will cover the following:

• The difference between directors’ ‘situational’ and ‘transactional’ conflicts
• What the duty to avoid situational conflicts says
• The legal elements, including exceptions
• Examples of ‘situations’
• Remedies for breach
• Which directors are caught
• Ex-directors’ liability - it’s complicated
• Who can authorise breaches, and how?
• The members, including ‘safe harbour’ articles
• The (independent) directors
• Attaching conditions to authorisation
• ‘Conduct’ provisions in articles/resolutions
• Group situations
• Traps and pitfalls - practical takeaways
• Ratifying breaches - the statutory restrictions
• Does the Duomatic principle apply?
• What the transactional conflicts rules say
• Elements and exceptions
• What to do - practical takeaways

This webinar was recorded on 6th June 2024

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