The Impossible Role of Non-executive Directors?

Non-executive directors have been part of the corporate landscape since the 19th century.  In their modern incarnation they are often said to enhance board accountability. The claim and hope is that they supply the board with independent counsel as well as oversight of the executives and management. The exact impact of their contribution is, however, hard to measure and evaluate. One contributor refers to them as the corporate law equivalent of vitamin C:  they have a low level of prophylactic effect but cannot prevent corporate misconduct. A more pessimistic and perhaps cynical view would be to argue that non-executive directors are largely cosmetic in their impact.

Following the collapse of Carillion, the Secretary of State launched disqualification proceedings against Carillion’s non-executive directors. The claim was abandoned the day before a 13 week trial was due to start, but there is nevertheless much to learn from that case. What does the law expect from individuals who work for the company on a part-time basis? What are they expected to know? To what extent are they entitled to rely on information provided to them by the executive directors? When are they in breach of duty and in what circumstances are they considered to be unfit to be concerned with the management of the company?

Andrew Thompson KC, Andrew Blake, and Philip Morrison successfully defended the non-executive directors of Carillion. We are very fortunate to be able to welcome them as speakers for this event.

Speakers:

Andrew Thompson KC took silk in 2014. He is a sought-after, specialist commercial litigator, with particular expertise in corporate litigation and arbitration (including shareholders’ disputes, joint venture disputes and claims against directors), LLP and partnership disputes, corporate insolvency, commercial litigation (including large-scale contractual disputes, fraud and breach of warranty claims), and professional negligence claims (including lawyers, accountants, valuers and management consultants).

Andrew Blake was called to the bar 2012 and specialises in company law, commercial litigation, restructuring and corporate insolvency. His time is divided between litigation and advisory work. Much of his work involves large and contentious corporate transactions, both domestically and overseas.

Philip Morrision was called to the bar in 2018. He specialises in company and insolvency law and undertakes instructions across the whole spectrum of corporate work. His practice involves corporate advisory and transactional work, corporate litigation and shareholder disputes, contentious and non-contentious insolvency and debt restructuring, and broader commercial chancery disputes. He is ranked as a leading junior in insolvency by the Legal 500.

Chair: Eva Micheler