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16 Int'l Bus. Law. 491 (1988)
I. Responsibility and Liabilities of Directors and Officers of Insolvent Corporations in the UK

handle is hein.journals/ibl16 and id is 493 raw text is: INSOLVENCY LAW particular problem for the Commission. Equally, there are no reported cases of the Commission having taken an interest in any merger between banks, but strictly this is a matter for Article 86 and even more for the draft merger regulation which is currently under consideration and these are topics beyond the scope of this article. Competition authorities looking at agreements between banks and financial institutions see things in the following way. They are presented with agreements for the fixing of commissions, sometimes maximum commissions, sometimes minimum, as well as on a range of related matters like value dates. Sometimes they see themselves faced with restrictions on advertising or restrictions on soliciting. They see entry barriers, they see arrangements tying products, and sometimes they see discrimination between suppliers of services and sometimes they see obstacles to innovation. Many of the arrangements and practices can be defended and frequently are defended on the grounds of consumer protection or the need for proper working of the market. On the other hand there can be no doubt that in at least some cases self-interest of the parties to the agreements is very much to the fore. Consumer protection and working of the market on the one hand and self-interest on the other can at times be confused. In any event arrangements which aim to protect the consumer or to help the working of the market can, overall, have restrictive effects on flexibility and initiative. The competition authorities sometimes have little choice but to try to strike a balance. It would be interesting to hear views on whether the competition law authorities are being unduly concerned with what they see as the need for flexibility and initiative without giving proper consideration to matters of consumer protection and the fluid working of the markets. El 1. Responsibilities and Liabilities of Directors and Officers of Insolvent Corporations in the UK Paul R Ellington McKenna & Co, London Ian M Fletcher Richards Butler, London Introduction It has been a long project of SBL Committee J (Creditors' Rights, Insolvency, Liquidation and Reorganisations) to continue to follow the developments of officer and director responsibility liability in connection with creditors' rights and insolvent corporations. At the meeting of Committee J at the IBA's 22nd Biennial Conference held in Buenos Aires, September 1988, four jurisdictions submitted papers summarising the current developments in Argentina, France, the United Kingdom and the United States and these are reproduced below. John Barrett Committee J Co-Chairman Fulbright & Jaworski London he impact of the Insolvency Act 1986 ('IA'), the Company Directors Disqualification Act 1986 ('CDDA') and the considerable number of statutory instruments which followed upon the enactments of both the IA and the CDDA is well-known to banking and insolvency lawyers in the United Kingdom. The IA and the CDDA apply in general throughout the United Kingdom although there are minor differences in the application both in England and Scotland. This article will attempt to paint a picture of life after the IA and CDDA1 both from an English and Scottish perspective. Duties of directors In the first place, attention should be drawn to the statutory and fiduciary duties of any director of a United Kingdom company even before insolvency occurs or looms. The obligations which arise in insolvency are, to a large extent, accentuations of directors' normal duties. Furthermore, of course, insolvency or the threat of it brings detailed attention to bear on the proper performance of the directors' normal duties, with the exception that the directors' performance will be judged by an independent critical observer, benefitting from hindsight. The law relating to the duties of directors is derived both from case law and from provisions in companies legislation, the latter being mainly concerned with restrictions, prohibitions and disclosure as well as such positive administrative requirements as filing at the Companies Registry. Liabilities of directors may be civil or criminal and in the context of insolvency related matters, the most significant of such liabilities are set out in this article. It is interesting (and a surprise to accountants, bankers and other dabblers in company law) that the most INTERNATIONAL BUSINESS LAWYER December 1988

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