Directors and Officers

Our experts provide specialist legal advice to directors and officers in times of crisis or when other issues arise.

Find out how we can help

An increased focus on governance and individual accountability has led to directors and officers coming under greater scrutiny than ever before. As a result, the number of claims against directors has increased, as has the need for directors to take specialist advice on their duties and on specific compliance issues.

 

Strength and depth of our experience

We have an experienced team of lawyers who specialise in advising directors and officers at every stage of a company’s life, from issues arising on incorporation, directors’ duties and governance/compliance, through to employment and regulatory proceedings, shareholder disputes, reputation and crisis management and claims arising from insolvency events. We also have expertise  advising individuals assigned specialist roles such as Head of Internal Audit, SIDs, NEDs, MLROs.

Investigations and regulatory enforcement against directors and officers

Our experience of dealing with regulatory and criminal investigations in particular means that we are able to advise directors and officers in dealing with investigations by the regulators or other agencies including the Serious Fraud Office (SFO), HM Revenue and Customs (HMRC), the Health and Safety Executive (HSE), National Crime Agency (NCA), Financial Conduct Authority (FCA), Financial Reporting Council (FRC), The Institute of Chartered Accountants in England and Wales (ICAEW) and the Association of Chartered Certified Accountants (ACCA).

We also regularly advise on the Senior Managers and Certification Regime (SMCR), on immigration enforcement action, on data protection issues including ICO/GDPR enforcement, on cyber crime issues and on directors’ disqualification proceedings.

More specific examples of the advice we provide and recent work are set out below.

directors' duties and governance

  • Directors' duties
  • Conflict issues
  • Issues regarding powers/authority/execution of document
  • Policy documentation, including regarding anti-bribery and corruption, and anti-money laundering

Read more about our corporate and commercial services.

 

COMPLIANCE & REGULATORY ENFORCEMENT

Recent work:

  • Advising directors of their responsibilities under the Senior Managers and Certification regime
  • Representing directors in prosecutions for Health and Safety offences under the Health and Safety at Work etc. Act 1974
  • Representing directors in prosecutions for licensing offences under the Licensing Act 2003
  • Advising a board of directors on their responsibilities to safeguard children and vulnerable people on its premises
  • Advising directors on their responsibilities to make provision for disabled persons under the Equality Act 2010 (and associated legislation)
  • Representing a director in a criminal prosecution for fire safety offences under the Regulatory Reform (Fire Safety) Order 2005
  • Advising directors on general fire precautions, maintenance, risk assessments and fire safety strategy.
  • Advising (doctor) directors of start-up health and well being clinics on their regulatory responsibilities
  • Representing  (ACCA and ICAEW member) directors on regulatory issues surrounding governance and regulatory compliance
  • Advising (solicitor) directors on their regulatory and compliance obligations to the Solicitors Regulation Authority (SRA)
  • Advising (surveyor) directors on their regulatory and compliance obligations to the Royal Institute of Chartered Surveyors (RICS)

Read more about our regulatory services

 

CLAIMS BY/AGAINST COMPANIES AND DIRECTORS

Our experts can advise on:

We have experience and expertise in acting for both claimants and defendants in these types of claims.

Recent work:

  • Acting for shareholder/directors bringing and defending unfair prejudice petitions
  • Advising on an injunction to prevent parties from taking over the Board
  • Advising on a claim brought by a purported shareholder for rectification of the Register of Members
  • Advising director/shareholders on the sale, or purchase, of shares/the business to/from fellow director/shareholders
  • Bringing and defending claims against directors for breaches of duty e.g. diverting contracts to other companies, using company monies for their own purpose, causing the company to enter into contracts with connected parties, receiving commission from connected companies
  • Advising directors in respect of their purchase of a company from the liquidators

Read more about our dispute resolution services.

 

InvestigATIONS and reputation management advice

In particular:

Read more about our criminal litigation services.

 

Employment advice

Read more about our employment services

 

Immigration issues

  • Immigration (Home Office) enforcement advice
  • Advising on key criteria in order to become an Authorising Officer for a Tier 2 employer sponsor licence and on-going responsibilities for Authorising Officers
  • Advising on how to maintain an A rated sponsor licence along with on-going Tier 2 sponsor compliance
  • Carrying out compliance audits as part of a due diligence process
  • Advising on key obligations from an immigration perspective where a merger, de-merger, TUPE or change in corporate structure is concerned

Recent work:

  • Advising on an acquisition worth 5 billion Euros that involves the creation of a wholly owned subsidiary in the UK, to include advising one of the newly appointment Directors on his duties as the Authorising Officer for the purposes of a Tier 2 sponsor licence application. Further, to include working with the Authorising Officer to submit the application to the Home Office and advising on on-going compliance matters
  • Advising on a TUPE transfer following an asset sale that involved Tier 2 non EU national sponsored employees

Read more about our immigration services.

 

data protection and representation at inquiries, inquests and select committees

  • Compliance with data protection law
  • ICO enforcement action in relation to data protection and GDPR breaches
  • Appearing at inquests, public inquiries and select committees

Read more about our data protection services and Public Law services

 

Modern slavery, business and human rights

  • Internal investigations on behalf of corporate clients, including advice to companies caught up in criminal and regulatory investigations
  • Acting in judicial review litigation, involving a broad range of human rights issues including Human Rights Act damages claims
  • Advising on compliance with Modern Slavery legislation, best practice and emerging norms
  • Advice on slavery and human trafficking statements

Read more about our Business and Human  Rights services

 

Complex and stressful situations

We recognise that when you are a company director or officer, taking legal advice in some situations may be personally difficult and stressful. Our specialist team is highly experienced in helping guide you through complex and high pressure situations, particularly where reputation management issues arise in high profile disputes. We also work with specialist D&O insurers who provide cover in a wide range of circumstances.

Further information for directors and officers

If you would like more information or require advice in relation to any of the above areas, please contact a member of our team.

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Let us take it from here.

+44 (0)20 7814 1200

enquiries@kingsleynapley.co.uk

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