Nigel Banerjee

Nigel Banerjee

Nigel teaches company law at King's College, London as a Visiting Lecturer. He was formerly a corporate professional support lawyer in the City, and has written extensively on company law issues for a number of years. Areas in which he has a particular interest include directors' duties, corporate decision-making and company constitutions.

Products by Author

International Corporate Procedures Online Modules

Company Law

International Corporate Procedures Online Modules

NOW AVAILABLE - International Corporate Procedures in modules Choose from up to 6 modules....

More Info from £250.00
Available in Company Law Online
International Corporate Procedures

Commercial Law

International Corporate Procedures

"No other single work sets about presenting in such a clear and concise manner such information...

More Info £1,284.00
Available in Company Law Online

Articles by Author

Unravelling transactions entered into by companies in crisis 28 NOV 2016

Unravelling transactions entered into by companies in crisis

When a company is in financial difficulties the law redoubles its efforts to ensure that its...

Articles of association: alteration and interpretation 30 AUG 2016

Articles of association: alteration and interpretation

Sherlock Holmes may have entered the public consciousness well before the seminal company law...

Did you know ... that the rule against exploiting corporate opportunities continues to apply to former directors? 17 JUN 2016

Did you know ... that the rule against exploiting corporate opportunities continues to apply to former directors?

Directors will be well aware that, amongst the statutory duties which they owe to their company,...

Directors’ liability for wrongful trading – how real is the risk? 26 APR 2016

Directors’ liability for wrongful trading – how real is the risk?

When a new director seeks legal advice as to the extent to which his role might expose him to...

Directors’ duties – the duty to exercise powers for a proper purpose 08 MAR 2016

Directors’ duties – the duty to exercise powers for a proper purpose

One of the strangest decisions in the company law sphere over the last couple of years was that...

Did you know ... that provisions in the articles restricting directors’ powers have limited effect? 07 MAR 2016

Did you know ... that provisions in the articles restricting directors’ powers have limited effect?

Many companies include in their articles a provision restricting directors’ powers in some way....

Do directors owe duties to shareholders? 04 JAN 2016

Do directors owe duties to shareholders?

It is commonly said that directors owe duties to their company, but not to the company’s...

The multiple derivative claim takes root 28 OCT 2015

The multiple derivative claim takes root

In July 2015, the High Court in Bhullar v Bhullar [2015] EWHC 1943 (Ch) granted permission for...

Did you know … that shareholders’ limited liability derives from the articles of association? 28 OCT 2015

Did you know … that shareholders’ limited liability derives from the articles of association?

There are many reasons why shareholders choose to operate their business through a corporate...

Single member companies - a new corporate vehicle takes shape 27 JUL 2015

Single member companies - a new corporate vehicle takes shape

Nigel Banerjee The European Commission has long wanted to make it easier for smaller...

Board decisions – a cautionary tale 29 JUN 2015

Board decisions – a cautionary tale

Some cases are important because the court develops the law, whether by creating a new rule or...

Articles of association – more than meets the eye 22 MAY 2015

Articles of association – more than meets the eye

The obligation under the Companies Act 2006 to file articles of association with Companies House...

Ten things every director needs to know – Part 10 13 APR 2015

Ten things every director needs to know – Part 10

You cannot be a sleeping director. This is the last in a series of articles in which we...

Did you know ... that directors may have to refund the full amount of any unlawful dividend? 02 FEB 2015

Did you know ... that directors may have to refund the full amount of any unlawful dividend?

The company law regime’s rules governing the extraction of money from companies are founded on...

Ten things every director needs to know – Part 9 16 DEC 2014

Ten things every director needs to know – Part 9

Directors and shareholders are subject to two distinct decision-making regimes. ...

Ten things every director needs to know – Part 8 01 SEP 2014

Ten things every director needs to know – Part 8

The company’s accounts are your responsibility This is the eighth in a series of articles in...

Did you know … that some provisions in articles of association are unenforceable? 08 JUL 2014

Did you know … that some provisions in articles of association are unenforceable?

A great deal of time and effort goes into drafting articles of association, both upon the...

The use of tort law to lift the corporate veil 19 JUN 2014

The use of tort law to lift the corporate veil

Taken as a whole, the rules governing the lifting of the corporate veil are exceedingly...

Ten things every director needs to know: Part 7 19 APR 2014

Ten things every director needs to know: Part 7

You must not allow your own interests to conflict with those of the company. This...

Board minutes - recording directors' compliance with their duties 15 APR 2014

Board minutes - recording directors' compliance with their duties

One of the functions of board minutes is to protect directors against any subsequent allegations...

Did you know … 03 APR 2014

Did you know …

that some overseas companies are required to make trading disclosures under UK law? ...

Did you know 03 APR 2014

Did you know

... that special filing requirements apply in relation to certain amendments to a company's...

Did you know ... that special filing requirements apply in relation to certain amendments to a company's articles? 24 MAR 2014

Did you know ... that special filing requirements apply in relation to certain amendments to a company's articles?

Many of the transparency provisions in the Companies Act 2006 are familiar to those who work...

Ten things every director needs to know - Part 7 13 MAR 2014

Ten things every director needs to know - Part 7

You must not allow your own interests to conflict with those of the company. This is the...

Improving directors' behaviour: 24 SEP 2013

Improving directors' behaviour:

Is an erosion of the principle of shareholder primacy the solution?   Nigel Banerjee ...

Improving directors’ behaviour – is an erosion of the principle of shareholder primacy the solution? 24 SEP 2013

Improving directors’ behaviour – is an erosion of the principle of shareholder primacy the solution?

by Nigel Banerjee   When the common law duty of loyalty owed by a director to his company...

Did you know … that some overseas companies are required to make trading disclosures under UK law? 06 SEP 2013

Did you know … that some overseas companies are required to make trading disclosures under UK law?

Part 7 of the Overseas Companies Regulations 2009 sets out a trading disclosures regime for...

Ten things every director needs to know – Part 6 30 AUG 2013

Ten things every director needs to know – Part 6

Many breaches of the Companies Act 2006 Constitute a criminal offence This is the sixth in a...

Ostensible authority - the scope of the reliance requirement 18 JUL 2013

Ostensible authority - the scope of the reliance requirement

Law on ostensible authority According to Diplock LJ's well-known statement of the law on...

Single member companies, EU launches consultation 02 JUL 2013

Single member companies, EU launches consultation

We reported on Jordans Law for Business earlier this year that a new corporate vehicle for...

Single member companies - EU launches consultation 02 JUL 2013

Single member companies - EU launches consultation

We reported on Jordans Law for Business earlier this year  that a new corporate vehicle for...

Derivative actions – the common law rears its ugly head 25 JUN 2013

Derivative actions – the common law rears its ugly head

Hopes that the statutory derivative claim had consigned the case law on the common law exception...

Ten things every director needs to know – Part 5 21 JUN 2013

Ten things every director needs to know – Part 5

Creditors are at the heart of the company law regime. (June 2013) This is the fifth in a...

The plight of the indirect investor 07 MAY 2013

The plight of the indirect investor

Part 9 of the Companies Act 2006 contains three strands of provisions designed to ensure that...

Ten things every director needs to know - Part 4 22 APR 2013

Ten things every director needs to know - Part 4

The board's power to allot shares is subject to various constraints. This is the fourth in a...

The law on disguised distributions – a work in progress? 12 APR 2013

The law on disguised distributions – a work in progress?

Law on Disguised distribution  The law on disguised distributions has recently had the benefit...

'Implied powers of a managing director 11 APR 2013

'Implied powers of a managing director

Given how common it is for companies to operate with a managing director, and given that the...

Recovering unlawful dividends – the knowledge threshold in section 847 11 APR 2013

Recovering unlawful dividends – the knowledge threshold in section 847

Under section 847 of the Companies Act 2006, a distribution made by a company to a shareholder...

Shareholder decisions – the limits of the Duomatic principle and section 357 11 APR 2013

Shareholder decisions – the limits of the Duomatic principle and section 357

The notion that shareholders, acting unanimously, should be able to take decisions without having...

Ten things every director needs to know - Part 3 07 JAN 2013

Ten things every director needs to know - Part 3

This is the third in a series of articles in which we explore the role of a director from...

Did you know ... 18 DEC 2012

Did you know ...

that it may be easier to pass a shareholders' resolution in a general meeting than by means of a...

Ten things every director needs to know - Part 2 19 AUG 2012

Ten things every director needs to know - Part 2

This is the second in a series of articles in which we explore the role of a director from...