Fiduciary duties beyond the fiduciary relationship – no clean break for directors – Littleton Chambers

‘In Burnell v Trans-Tag Ltd & Anor [2021] EWHC 1457 (Ch) Mr Greenbank (sitting as a Deputy Judge of the High Court) was asked to determine whether, and if so to what extent, a director’s fiduciary duties survive the termination of the directorship. The essential part of the judgment on this point is at paragraph 391 to 410. The Defendants in this case were represented by Richard Leiper QC and Charlotte Davies, instructed by Clyde & Co LLP.’

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Littleton Chambers, 24th June 2021

Source: littletonchambers.com

Haulage boss jailed over M62 faulty brake deaths – BBC News

‘A haulage boss who ran a “lawless” business has been jailed for 15 years after two men died when their car was hit by an HGV with faulty brakes.’

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BBC News, 29th June 2021

Source: www.bbc.co.uk

UK legislation proposed to tackle modern slavery – OUT-LAW.com

‘A private members’ bill seeking to address modern slavery, including establishing minimum standards of transparency in supply chains, has been introduced to the UK parliament.’

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OUT-LAW.com, 22nd June 2021

Source: www.pinsentmasons.com

Law Commission seek views on corporate criminal liability – Law Commission

‘The Law Commission is seeking views on whether, and how, the law relating to corporate criminal liability can be improved so that they appropriately capture and punish criminal offences committed by corporations, and their directors or senior management.’

Full press release

Law Commission, 9th June 2021

Source: www.lawcom.gov.uk/

Much Ado About Nothing: Technical Breaches of Directors’ Disclosure Duties in Fairford Water Ski Club v Cohoon & Anor [2021] EWCA Civ 143 – Hardwicke Chambers

‘In Fairford Water Ski Club Ltd v Cohoon & Anor [2021] EWCA Civ 143, the Court of Appeal considered a highly technical breach of the duty imposed on company directors to disclose any interest in a contract or proposed contract entered into by their company. The decision considers several practical issues surrounding the duty to disclose, such as whether disclosure is effective only if given after the terms have been agreed and the board has considered whether these represent fair value; and whether disclosure at a first board meeting is effective for subsequent meetings. The case also highlights differences in the statutory frameworks applicable to the duty under the Companies Act 1985 and 2006.’

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Hardwicke Chambers, 11th May 2021

Source: hardwicke.co.uk

UK company law change could make section 172 fit for purpose – OUT-LAW.com

‘A relatively small change to section 172 of the UK’s Companies Act 2006 could have a transformative impact on company law, directors’ duties, corporate governance, businesses and, ultimately, the economy, society, and the environment.’

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OUT-LAW.com, 20th April 2021

Source: www.pinsentmasons.com

Disqualification undertakings and second chances—the correct approach to sections 8A and 17 of the Company Directors Disqualification Act 1986 (Ahmed v Secretary of State for Business, Enterprise and Industrial Strategy) – 4 New Square

‘Restructuring & Insolvency analysis: The court held that a disqualified director’s rehabilitation from drug and alcohol addiction did not amount to “special circumstances” for the purposes of the court’s discretion to discharge a disqualification undertaking under section 8A of the Company Directors Disqualification Act 1986 (CDDA 1986). The decision provides important guidance on the relationship between CDDA 1986, ss 8A and 17, the latter under which a disqualified director can obtain permission to act.’

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4 New Square, 24th March 2021

Source: www.4newsquare.com

Third Sector Protector – Kids Company Article – 3 Hare Court

Posted April 9th, 2021 in chambers articles, charities, company directors, news by sally

‘Kids Company was founded in 1996 by Camila Batmanghelidjh to support the most vulnerable children who fell through the cracks in mainstream services. Despite securing hundreds of millions of pounds in donations from celebrity donors and winning more than £42m in government grants, the ever-increasing demand for Kids Company’s services led to financial difficulties for the charity. It collapsed in 2015 in the wake of unfounded allegations of sexual abuse.’

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3 Hare Court, 8th April 2021

Source: www.3harecourt.com

QC’s opinion “crudely altered” to mislead third party, court finds – Legal Futures

‘A QC’s opinion was dishonestly altered to reassure a third party charged with marketing an investment scheme that eventually collapsed, the High Court has found.’

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Legal Futures, 7th April 2021

Source: www.legalfutures.co.uk

Directors’ duties to disclose conflicts of interest: Fairford Water Ski Club v Cohoon & Craig Cohoon Watersports [2021] EWCA Civ 143 – Guildhall Chambers

‘On 9 February 2021, the Court of Appeal unanimously allowed Mr Cohoon and Craig Cohoon Watersports’ (“Watersports”) appeal against the decision of His Honour Judge Russen QC at first instance ([2020] EWHC 290 (Comm)).’

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Guildhall Chambers, 15th February 2021

Source: www.guildhallchambers.co.uk

Documents on CEO’s personal phone should be disclosed, court rules – OUT-LAW.com

‘The terms of a contractual agreement between a CEO and his company mean material held on a personal mobile phone should be disclosed in litigation the company is involved in, the High Court of England has ruled.’

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OUT-LAW.com, 8th February 2021

Source: www.pinsentmasons.com

Court of Appeal Considers ‘Lost Years’ Claims in Head v The Culver Heating Co Ltd – Ropewalk Chambers

‘In a judgment handed down on 18 January 2021 in Head v The Culver Heating Co Ltd [2021] EWCA Civ 34, the Court of Appeal unanimously allowed an appeal against the decision of HHJ Melissa Clarke dismissing the Claimant’s “lost years” claim. The judge had dismissed the claim on the basis that the Claimant’s income derived from his successful family business, the profitability of which would continue after his death such that there was no loss. In the Court of Appeal, however, Bean LJ (with whom Males and Andrews LJJ agreed) held that the Claimant’s income was the product of his hard work and flair as opposed to a return on passive investment, such that it should be treated as earnings rather than investment income and was thus recoverable in the “lost years” claim.’

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Ropewalk Chambers, 19th January 2021

Source: www.ropewalk.co.uk

Court of Appeal dismisses appeal by company director over £99k penalties for breaches of HMO regulations, non-compliance with enforcement notices – Local Government Lawyer

‘The Court of Appeal has rejected a company director’s appeal over penalties amounting to £99,000 imposed by the Upper Tribunal for breaches of regulations covering houses in multiple occupation (HMOs), and non-compliance with enforcement notices.’

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Local Government Lawyer, 13th January 2021

Source: www.localgovernmentlawyer.co.uk

Legal bid launched to ban ex-Carillion directors from top boardroom roles – The Guardian

Posted January 14th, 2021 in company directors, disqualification, insolvency, news, public interest by tracey

‘The UK government has launched a legal bid to ban eight former Carillion directors from holding senior boardroom positions, almost three years on from the collapse of the outsourcing business.’

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The Guardian, 13th January 2021

Source: www.theguardian.com

Legal Professional Privilege: Breach of a Company Director’s Duties and the Iniquity Exception in Practice – Exchange Chambers

‘LPP has been described as “a fundamental condition on which the administration of justice as a whole rests” (R v Derby Magistrates’ Court, Ex p B [1996] AC 487, 507). In the last few years there has been a significant amount of litigation relating to documents subject to LPP (see for instance Sports Direct International plc v Financial Reporting Council [2020] EWCA Civ 177 and Addlesee v Dentons Europe LLP [2019] EWCA Civ 1600). This is perhaps not surprising given how valuable and sensitive such documents will be in any litigation or investigation by a regulator. Each of these cases tests the boundaries of LPP. The recent decision of Tom Leech QC sitting as a judge of the High Court in Barrowfen is one such decision and particularly important for those who advise directors or are bringing or defending a claim against directors. Barrowfen is an important decision on the iniquity exception in the context of allegations of breaches by a director of his statutory duties under the Companies Act 2006.’

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Exchange Chambers, 4th January 2021

Source: www.exchangechambers.co.uk

Judge fines trio who provided unregulated legal advice – Legal Futures

Posted January 7th, 2021 in company directors, compensation, fines, immigration, legal services, news by tracey

‘Directors from two legal businesses which generated £2.5m in fees by providing unregulated immigration advice have been fined nearly £17,000 and ordered to pay over £28,000 in compensation.’

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Legal Futures, 7th January 2021

Source: www.legalfutures.co.uk

Leicester garment factory bosses banned from running businesses for more than 400 years – The Guardian

Posted September 4th, 2020 in company directors, fraud, HM Revenue & Customs, insolvency, news, taxation by sally

‘Directors of clothing manufacturers in Leicester have been struck off for a combined total of more than 400 years in cases costing HMRC millions, data shared with the Guardian reveals.’

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The Guardian, 3rd September 2020

Source: www.theguardian.com

What is a ‘Fit and Proper Person’? – 25 Bedford Row

Posted August 10th, 2020 in chambers articles, company directors, news, sport by sally

‘In this article, Simon Pentol QC examines the flaws in the process that scrutinises the suitability of football club owners and proposes a 10-point plan of revisions.’

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25 Bedford Row, 6th August 2020

Source: www.25bedfordrow.com

Company Director Disqualification in the Criminal Courts – Henderson Chambers

‘Criminal courts have sweeping powers to disqualify directors arising from prosecutions for regulatory crime, with far-reaching consequences for companies and individuals. This Alerter provides an essential guide for practitioners to approaching director’s disqualification orders at a time when the HSE, Environment Agency and other regulators show a growing appetite to prosecute individuals.’

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Henderson Chambers, 29th April 2020

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Directors Disqualification: Applying for Permission to Act During the Corona Pandemic – Radcliffe Chambers

‘On 6 April 2020 the Temporary Insolvency Practice Direction (“TIPD”) came into force. On 7 April 2020 the guidance note issued by Chief ICCJ Briggs confirmed that, for the purposes of TIPD, applications under section 17 Company Directors Disqualification Act 1986 are deemed urgent.’

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Radcliffe Chambers, 17th April 2020

Source: radcliffechambers.com