What does Directors mean? directors are the individuals who, acting as the company’s board, manage the company’s business and make decisions for it. They set strategy, authorise significant transactions and oversee compliance, often delegating day-to-day operations to executives but retaining ultimate responsibility. In England & Wales, Scotland and Northern Ireland, the Companies Act 2006 defines a director broadly to include anyone occupying the position (including de facto and shadow directors). Ireland’s Companies Act 2014 adopts a similar definition. Directors act collectively through board meetings or written resolutions and may bind the company within their actual or apparent authority. Key legal features include statutory and fiduciary...
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It offers a synopsis of selected key and/or illustrative rulings relevant to claims involving directors. Its aim is to showcase the diverse spectrum of actions and issues that may arise in proceedings concerning directors, with particular emphasis on decisions from July 2018 to December 2025; accordingly, not every significant case relating to claims against directors is included below.
For further guidance on the principal heads of claim potentially relevant to disputes involving directors, as well as the practical points it is sensible to address at the outset of any claim against a director, see Practice Note: Claims against directors—key considerations for dispute resolution practitioners.
Mitchell (joint liquidators of MBI International & Partners Inc (in liquidation)) v Al Jaber; Mitchell (joint liquidators of MBI International & Partners Inc (in liquidation)) v Al Jaber (No 2) [2025] UKSC 43
News Analysis: The Supreme Court determined that a director who unlawfully transfers company assets following liquidation is in breach of fiduciary duty and must compensate the company for the resulting loss...
When evaluating a general damages claim, the practitioner ought initially to refer to the Judicial College Guidelines (JCG)...
This Practice Note This Practice Note reviews mechanisms used in settling litigation. A Tomlin order consists of a consent order paired with a schedule. It operates to stay proceedings on terms that have been agreed. The provisions contained in the schedule may remain confidential. This Practice Note describes the scope of confidentiality attaching to the schedule and sets out how it differs from a standard consent order. Sample wording for a Tomlin order is included, alongside links to precedents, as well as guidance on court approval. It also addresses varying, setting aside and enforcing a Tomlin order, including the considerations the court will take into account when handling applications for each. Further guidance is provided on interpreting and applying the relevant provisions of the CPR; however, some courts and divisions impose very specific requirements for both drafting and approval, and for approaching the schedule and confidentiality issues. Accordingly, you must consider the particular rules and court guide provisions in the forum where your claim is proceeding when drawing up the Tomlin order...
Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...
I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...