The Federation Press

Law for Directors

Overview

Well-publicised corporate failures and collapses, both here and in the US, have drawn attention to the consequences where directors fail to do their job, for companies, shareholders, capital markets and directors themselves. Law for Directors is a matter-of-fact statement of directors’ responsibilities and liabilities. It clearly explains the corporate law and those other areas of law that directors commonly have to confront in the course of their duties. There is also practical guidance on dealing with the regulators.

The author, Mr Geoffrey Gibson, has been advising the boards of public and private companies for many years and has written similar works for journalists and arbitrators.

Reviews

Geoff Gibson has achieved a rare, perhaps unique, feat in his short treatise on the law for company directors. He has written a book about the law of corporations which is short, practical, engaging, and, so far as it goes, informative. It even enlivens key points in the journey with amusing references to (inter alia) the Napoleonic wars, Wagnerian operas and the reign of Queen Victoria.
The book, it must be understood, is said to be written for people who are not lawyers, but in fact are directors. Nonetheless, it would provide a useful primer for lawyers who are not intimately acquainted with the law as it pertains to company directors and wish to become so. ...
This book is worth reading for anyone interested in the area, even if they are lawyers. It would be ideal for inclusion on the reading list of any of the various courses which are conducted from time to time for fledgling company directors by the Institute of Company Directors, and other such bodies. - Victorian Bar News, Spring 2006

Few such books are written by so experienced a practitioner as Geoffrey Gibson and even fewer are written in such a readable and good-humoured style.
Law for Directors is a slim volume comprising two parts. The first discusses the law which directly relates to directors. This includes topics about appointment, remuneration, duties, liabilities, meetings, related third party transactions, oppression of minorities and insolvent trading.
The second part summarises in a very “broad brush” style general areas of the law which may affect directors. These include competition law, confidentiality, contract, equity, media law, negligence and taxation. ...
I enjoyed reading Law for Directors. Geoffrey Gibson writes extremely well. While not really designed for the legally trained director, it is nevertheless a handy summary of the relevant laws.
The Federation Press has done well in publishing this book and many directors will do even better if they read it. - Law Institute Journal (Victoria), April 2004

It provides a statement of the law that affects directors in terms that they can understand. ... [T]his book should be read by every director. One of its benefits is its brevity and easy to read style. - Tasmanian Law Society Newsletter, December 2003

Table of Contents

Part 1 Law Relating to Directors

Introduction
Corporate Governance
Appointment
Remuneration
Duties
General
Diligence
Cases on Diligence
Integrity
Cases on Integrity
Consequences
Relief
Particular Directors
Delegates
Nominees
Competitors
Groups
Independents
Executives
Charimen
Liabilities
Rights
Insurance
Accounting and Disclosure
Meetings
Prospectuses
Related Party Transactions
Insider Trading
Oppression of Minorities
Takeovers
Insolvent trading
Administration and Liquidation
Termination

Part 2 Elements of Law for Directors

Australian Legal System
Companies
Competition Law
Confidentiality
Contract
Equity
Industrial Relations
Intellectual Property
Interpretation (Acts and Contracts)
Litigation (and ADR)
Media Law
Misleading and Deceptive Conduct
Negligence
Regulators
Taxation

Of interest...