Clare Hardy
Clare Hardy has a wide range of experience of advising public bodies on a range of issues. She was seconded to Lancashire County Council as a trainee and to Tameside Metropolitan Borough Council as a qualified solicitor. Matters on which she advise include powers, governance, constitutional issues, disclosure of information, standards of conduct, statutory interpretation, public procurement, subsidy control, contracts, school reorganisation, and disposal of land. She has provided monitoring officer support to a national park authority.
Practice Area
Panel
- Consulting Editorial Board
Qualified Year
- 2002
Qualifications
- MA in Classics (BA achieved in 1988, made MA in 1992)
- Postgraduate diploma in Law (1994)
- Legal Practice Course (1995)
Education
- Cambridge University (St John’s College) (1985-1988)
- BPP Law School (1993-1995)
3 Contributions by Clare Hardy
PRACTICE NOTES
Companies Act 2006 duties for directors of local authority companies: conflicts with local authority roles, authorisations and approvals, enforcement, remedies, relief and governance guidance
This Practice Note forms part of a suite addressing local authority (LA) companies. It explains the obligations owed by the directors of an LA company both to the company and to the LA, and flags where those twin roles may clash. For further detail on LA companies, see Practice Note: Local authority companies.
Directors’ duties under CA 2006
Chapter 2 of Part 10 of the Companies Act 2006 (CA 2006) places into statute a number of long-established common law and equitable duties of directors. In brief, the seven general duties under CA 2006 are:
to act within their powers
to promote the success of the company
to exercise independent judgement
to exercise reasonable care, skill and diligence
to avoid conflicts of interest
not to accept benefits from third parties
to declare an interest in a proposed transaction or arrangement
Who are the duties owed by?
The general duties bind every director of a company. ‘Director’ covers any individual occupying the role of director, whatever title is used, which embraces de facto directors. The general duties also extend to shadow directors where, and to the extent, they are capable of so...
Local Government
PRACTICE NOTES
Local authority companies: establishment, governance, director types and duties under the Companies Act 2006
This Practice Note offers practical guidance on the establishment and use of companies by local authorities (LAs). It outlines the governance framework of companies and the categories of company directors.
Governance structure of companies
The majority of companies are incorporated by registration under the Companies Act 2006 (CA 2006) or earlier Acts. Some companies and corporations are created by private Acts of Parliament (for example, certain port authorities and older railway and canal companies), under Royal Charters (such as older universities) or under other legislation; those bodies have distinct governance arrangements that fall outside the scope of this Practice Note. See Practice Note: Royal Charters.
In summary, the governance of companies registered under CA 2006 is divided as follows:
Day-to-day management of the company is entrusted to the board of directors (acting collectively), which may in turn delegate the company’s lawful powers, as well as duties, to individual directors or employees
The shareholders of the company retain several important residual powers...
Local Government
PRACTICE NOTES
Local Authority Company Directors: Confidentiality, Insolvency Duties, Wrongful and Fraudulent Trading, Misfeasance, Reviewable Transactions and Disqualification
This Practice Note considers the fiduciary duty of confidentiality, wrongful and fraudulent trading, and the significance of managing roles within local authorities and companies. For more on local authority companies, see Practice Note: Local authority companies. For guidance on directors’ duties, see Practice Note: Duties of directors of local authority companies under CA 2006.
Fiduciary duty of confidentiality
What is a fiduciary relationship?
A fiduciary relationship arises at common law where A and B agree that:
A will act for, or for the benefit of, B in circumstances creating a relationship of trust and confidence
A holds discretion or authority that affects B’s interests
B, in turn, relies on A for information or advice
Fiduciary duties are owed by:
partners (to one another)
solicitors and other professional advisers (to their clients)
trustees (to beneficiaries)
agents (to principals)
directors
Confidentiality
Most directors’ fiduciary obligations are codified in Part 10 of the Companies Act 2006 (CA 2006). The key remaining uncodified fiduciary duty for company directors is confidentiality, ie A must use or...
Local Government
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