Corporate Law for Employment Lawyers

Corporate Law for Employment Lawyers

Speaker(s):

Please see programme

CPD hours:
5.25
Region:
National
Cost:
Paid-For
Date:
Tue, 15th Feb 2022
Time:
9.15am to 4pm
Venue Address:
BMA House
Tavistock Square
London
WC1H 9JP

Fees

  • In-Person attendance: £250 + VAT
  • Virtual attendance via Teams: £250 + VAT

Discounts

We also offer the following discounts on the full fee:

  • There is a 50% discount for the voluntary sector
  • There is a 50% discount for pupil barristers and barristers under 2 years call
  • Please note only one discount will be applied per booking.

Venue map

Cost: £250 + VAT. There is a 20% early bird discount until 14 January 2022 and 50% voluntary sector discount.

You can attend this course in person at BMA House or virtually via Teams. Please indicate how you will be attending at the time of booking.

This course will not be recorded and will therefore not be available on-demand after the live event.

We are monitoring government guidance and will notify attendees if there is a change in the format of the event.

The employment – particularly the hiring and firing – of a director requires a knowledge not just of employment law but also of company law requirements that may restrict what can be agreed. It is also useful to have an understanding of tactical options open to both sides and the pressures that may be brought to bear, particularly when directors are also shareholders. This course looks at the "life cycle" of directors in both private and listed companies, from hiring to firing, including: key requirements of the Companies Act 2006, investor expectations,  potential claims for unfair prejudice and breach of shareholder agreements, the current rules on executive pay in listed companies (and proposals for reform) and developments in relation to the fiduciary duties and powers of directors.

Programme

From 9.15am – Registration and tea/coffee

9.45am - 11.00am Director's Service Contracts and Remuneration
Holly Insley & David Mendel, Freshfields Bruckhaus Deringer LLP

  • Companies Act requirements relating to directors' contracts
  • Terms of the contract: Corporate Code/listing authority requirements (include AIM), common institutional and private investor requirements
  • Provisions relating to directorship (e.g. D&O cover, disclosure requirements, resignation from office)
  • Interaction with shareholder agreements e.g. dovetailing restrictive covenants, good leaver/ bad leaver provisions
  • Common issues for negotiation
  • Brief outline of remuneration policy requirements/constraints
  • Brief outline of disclosure requirements e.g. pay ratio reporting

11.00am Coffee

11.15am Directors' powers, rights and duties
Claire Darwin and Katy Sheridan, Matrix Chambers

  • Overview of fiduciary duties and statutory duties, remedies for breach (including derivative claims)
  • Directors' authority and limits to their authority (including issues of ostensible authority and acting as an agent of the Company)
  • Rights of directors to information, including legal advice and asserting privilege against a director when advice is sought by the Company
  • Additional rights of directors who are also shareholders

12.45pm Lunch

1.30pm Director exits
Simon Kerr-Davis, Linklaters LLP

  • Removal as director – by Board, by shareholders, etc.  Procedural requirements.
  • Tactical/strategic issues:  potential employment claims, potential for unfair prejudice action if shareholder
  • Practicalities of managing removal
  • Payments for loss of office, remuneration policy requirements, approach of regulators
  • Common issues in negotiations, e.g. share options, indemnities for director (and Companies Act rules), maintenance of D&O cover

2.45pm Tea/Coffee

3.00pm Overview of share incentive schemes
Alasdair Friend, Abbiss Cadres LLP

  • The purpose behind share-based incentives
  • Key design considerations for share plans – who benefits, when and how much?
  • Introduction to tax on share plans
  • Overview of commonly used types of share plan
  • Particular issues for SMEs
  • How do employees realise value
  • Share valuation
  • What to do with leavers

4.15pm Close of course