Legal Skills: Director, the Role of

Course Overview

Directors, by virtue of their function, carry a heavy burden of duties and obligations, legal requirements and management responsibilities. In addition, the ever increasing influence of law and regulation in that process, some of it pointed directly at them personally in regard to the manner in which they carry out their duties, makes it essential that they equip themselves as fully as possible with a clear knowledge of how this affects them and the companies they serve.

This one-day seminar has been specifically designed to provide a focused overview of what lies behind thier busy working schedules and offers tips as to how to avoid some of the common pitfalls which only add worry and anxiety to that burden.

Skills Gained

1. You will receive practical, non-legalistic information and guidance as to how to fulfil the role of the director and to manage your company within the constraints of the law.

2. There will be particular emphasis upon the theme of how personal liability for wrongdoing can easily be avoided by acting thoughtfully, responsibly and with consideration for the interests of all within the company and for those third parties with whom the company deals.

3. Each session has been planned to offer as much scope as possible for interaction between delegates, both among themselves and with the course tutors. The seminar agenda highlights the titles to be covered and discussed, but is by no means exhaustive.

4. Before the close, the seminar will include a complete update on teh wide-ranging changes to company law which are still under consideration at the time of the publication of this agenda.

Course Outline

Directors and the law

• Power without responsibility - fear of the law is not the answer
• The legal status of a company and of its Directors
• Private companies, public companies (and others)
• Statute, regulation and corporate governance
• The Law of Contract - memorandum and articles and third parties

Directors, the company and its shareholders

• The concept of investment in companies
• Relationships and how to keep shareholders on-side
• Shareholders' agreements in private companies
• Shareholder interfacing and public/media relationships
• The Annual General Meeting (and other general meetings)

Directors, the company and its employees

• The basic - there will always be a contract, but it might not be in writing
• Service Agreements - Directors (executives and non-executives)
• Human resources management and employment contracts
• Benefit arrangements, including share option schemes and pensions
• Contractual issues - restraints, poaching, wrongful dismissal
• Whistleblowing, improper use of company computers etc

Directors' internal management responsibilities

• Duty of compliance: Articles of association; shareholders' agreement (where applicable); the law (e.g. accounts, filings, health & safety, etc); board meetings, board papers, minutes, attendance
• Special role of the Non-Executive Director (private/public companies)
• Day to day management of the business
• Planning, strategy and solvency...'

Directors' external management responsibilities

• Ostensible authority to bind the company
• Material contracts - seek professional guidance
• Subcontractors - protection of rights, including IPR
• Material disputes and litigation
• Environmental issues and corporate manslaughter

Directors' mixed bag; how to avoid the pitfalls

• Beware of shadow directors
• Conflict of interest, the duty of good faith and declaration of interest
• Personal liability for the company's indebtedness
• Removal from office, disqualification
• Risk assessment and insurance

Update on changes to company law

• Review of any recent actual and/or proposed changes in company law