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Consultation on new Bribery Act published

15 September 2010 | Emma Cameron

Background The Bribery Act 2010 (Act) is due to come into force in April 2011. The current English law on bribery was considered to be unsatisfactory because it did not comply with the Organisation...

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Company directors to take note of D&O insurance policies

2 September 2010 | Emma Cameron

A Directors and Officers (D&O) insurance policy is designed to protect the directors and officers of a company from losses resulting from claims made against them in relation to the performance of...

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New draft guidance on improving board effectiveness

23 August 2010 | Richard Phillips

The Institute of Chartered Secretaries and Administrators (ICSA) has published draft guidance on improving public company board effectiveness, as part of its review of the Higgs Review on Corporate Governance. The...

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UK Corporate Governance Code – directors’ remuneration and re-election

14 July 2010 | Emma Cameron

Background After an extensive consultation process, the Financial Reporting Council (FRC) has published the new UK Corporate Governance Code (Code).  The Code applies to all companies with a premium...

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What has the Coalition government got in store for business?

25 May 2010 | Richard Phillips

Before the general election, I looked at what the three main political parties were proposing for corporate governance, takeovers, businesses and regulation. All the parties had clear-cut policies in these...

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Director of corporate director not a de facto director

11 May 2010 | Emma Cameron

Background A "de facto director" is a person who acts as if he is a director of a company and is treated as such by the company’s board but has not in fact been validly appointed. A de facto director...

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Corporate Governance

10 February 2010 | Richard Phillips

The implementation of a set of behavioural rules usually arises out of some form of crisis or misdemeanor.  So it was that the Combined Code grew out of reports commissioned following scandals such as...

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Recent cases on derivative actions under the Companies Act 2006 – are fears of “activist shareholders” unfounded?

6 January 2010 | Emma Cameron | 1 comment

Background A derivative action is an action brought by a shareholder on behalf of the company. Owing to the complexity of the previous law, very few derivative actions succeeded. When the Companies...

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Directors’ Duties

5 January 2010 | Emma Cameron

The Duties Directors of companies have always been subject to various duties but until the Companies Act 2006 ("the 2006 Act") came into force, these duties had not been consolidated and set out...

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