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Directors Duties & Personal Risks

 

Shadow directors and their duties: Instant Access Properties v Rosser and others; Murphy and another v Rosser and others

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Francis Wilks & Jones successfully defended Mr Rosser, the first defendant in the proceedings, against a claim that was brought by the Liquidators of Instant Access Properties Limited (in Liquidation) (“the Company”) against the de jure...

Directors' fiduciary duties, the removal of assets and limitation: Burnden Holdings v Fielding and another

Christopher Ahearne
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The Supreme Court has handed down an important decision on the proper construction of Section 21(1) (b) of the Limitation Act 1980 (“the Act”), which waives the six-year limitation for claims brought in respect of any claim for trust property. ...

The desire to prefer a Creditor

Stephen Downie
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For a preference to have taken place the insolvent company must, at the time of the making of the Preference, have been influenced by a desire to put the Recipient in a better position than the Recipient would be in the event of a later insolvency.  ...

Risks that Directors Face: Liabilities arising in insolvency

Stephen Downie
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There are numerous types of transaction which may be subject to a claim by appointed Liquidators and Administrators over an insolvent company.   Quite often the transactions will be conventional debts due as shown in the Company’s books and...

Prosecution by Companies House: likely sentences

Stephen Downie
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Although the legislation (as it stands as of writing) does not provide for any prison sentence for failing to file annual accounts and/or returns, the Magistrates Court will fine the Director and this will be a criminal conviction and will mean a Director...

Compensation Orders/Undertakings can they be changed?

Stephen Downie
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The Small Business, Enterprise and Employment Act 2015 incorporates a new Section 15C into the Company Directors Disqualification Act 1986 which allows an application to court to vary the compensation payable under a Compensation Undertaking and even to seek...

Risks that Directors Face: Personal Liability Notices

Stephen Downie
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Section 121C of the Social Security Administration Act 1992 provides HMRC with the powers to recover unpaid National Insurance Contributions, plus any interest and penalties, from the Directors or other officers of the company. “Other officers”...

Defences to a Preference Claim?

Stephen Downie
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Aside from the defence that a transaction may have preceded or fallen outside of the Relevant Time, the remaining defences can be summarized as follows: Insolvency – was the company insolvent or did it become insolvent as a result of the transaction?...

Consequences of a Breach of a Directors Fiduciary Duties

Stephen Downie
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The consequences of a breach of a directors fiduciary duties can be quite severe.  A shareholder, creditor or the company can bring proceedings against a director personally for a breach of such duties, provided loss or damage was caused as a result of...

Do Defences exist to a prosecution by Companies House?

Stephen Downie
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As with any claim, all subjective matters have to be taken into consideration before deciding whether a Defendant is guilty.  There also exist some prescribed statutory defences in certaing circumstancs. For prosecutions on the basis of a failure to...

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