Thursday, 18 December 2014
Wednesday, 17 December 2014
Tuesday, 16 December 2014
In its decision, the Tribunal commented on the role of the non-executive director (at para. ): "It is a sensitive function. Non-execs often have wide-ranging business interests. A non-exec position requires rigorous adherence to the proper standards concerning avoidance of conflicts and the making of disclosures".
The hearing did not, however, provide the court with the opportunity to consider the unfair prejudice remedy in the very unusual circumstances of the case. This was because the appeal was academic and the court declined to exercise its discretion to consider the merits of the case. The opinion of the court was delivered by Mr Justice Ribeiro PJ. He observed that difficult and interesting questions were raised by the appeal but that it was not one of those "rare and exceptional" cases where, although academic, the court should decide its merits.
Monday, 15 December 2014
Friday, 12 December 2014
Thursday, 11 December 2014
For further information, see: The Warsh Review (pdf) | The Bank's proposals (pdf) | Comments from the Governor of the Bank (pdf) | Press conference video recording.
Wednesday, 10 December 2014
Master Thompson, in the context of an application to strike out various claims, held that it was arguable that an implied term of good faith existed in contracts governed by Jersey law in respect of contractual performance by the parties. This implied term applied also to insurance contracts and was not inconsistent with the obligation of utmost good faith to which contracts of insurance were subject.
Tuesday, 9 December 2014
Monday, 8 December 2014
Further information is available in the explanatory memorandum (here, pdf), transposition note (here, pdf) and impact assessment (here, pdf).
Friday, 5 December 2014
Amongst the questions asked in the consultation paper are the following. Should there be a single insolvency law statute? Is it necessary to create the office of 'official receiver' in Guernsey? Should there be a registration and licensing regime for insolvency practitioners? Should there be a widening of circumstances in which antecedent transactions are capable of challenge? Should a register for fixed and floating charges be introduced?
Thursday, 4 December 2014
Wednesday, 3 December 2014
Tuesday, 2 December 2014
UK: The Company, Limited Liability Partnership and Business Names (Sensitive Words and Expressions) Regulations 2014
The Regulations replace the Company, Limited Liability Partnership and Business Names (Sensitive Words and Expressions) Regulations 2009 (S.I. 2009/2615) and reduce the list of sensitive words and expressions for which companies, limited liability partnerships and businesses need approval to use in their name.
Monday, 1 December 2014
Friday, 28 November 2014
Thursday, 27 November 2014
Wednesday, 26 November 2014
Tuesday, 25 November 2014
Monday, 24 November 2014
Friday, 21 November 2014
I sense that one of the solutions we have developed to address the thorny problems of corporate governance has turned into a large, looming, silent problem itself. I refer to the over-development of board committees, and – as a consequence – the reduced space for boards as a whole to operate in. (This observation, by the way, goes well beyond the banking sector, though the phenomenon may be most acute there). Now committees are self-evidently a good thing...
These days, of course, boards have committees to cover not only audit but also remuneration, risk, nominations, social responsibility, and in some cases capital allocation and many other matters. The committees are subordinate to the main board – powers are delegated to them. They make the board more efficient in the sense that they allow it to take on a greater workload – indeed it’s hard to imagine how a board today might function without a slew of committees, never mind what the governance rules require. But I believe this efficiency has been bought at a high price in reduced board cohesion. It has got harder – perhaps because some organisations are ungovernably large – for boards to see any sort of big picture. Unable to encompass the blurred outlines of a sometimes ugly reality, individuals take refuge in trivial detail.
Two powerful effects seem to be in play – entirely understandable, quite subtle, and in the end perverse. First, a director who is not on the remuneration committee or the audit committee thanks her lucky stars and removes these crucial topics from her personal list of concerns. Second, the committees themselves take on a fundamentally technical aspect, where the members, drawing heavily on consulting advice and inter-firm comparisons, tend to behave more as experts, and less as broadly responsible directors. In the end the committees usurp the power of the board – after all, they perform three quarters of the board’s role – but they do not really behave like boards.
Thursday, 20 November 2014
This new duty, Cromwell J stressed, was a simple requirement not to lie or mislead the other party about one's contractual performance. It did not impose a duty of loyalty or of disclosure, nor did it require one party to forego the advantages flowing from the contract.