Companies Act 2014


Indemnification of certain persons

1352. (1) This section applies where—

(a) a prospectus contains the name of a person as a director of the issuer, or as having agreed to become a director thereof, and the person has not consented to become a director, or has withdrawn, in writing, his or her consent before the issue of the prospectus, and has not authorised or consented to the issue thereof; or

(b) the consent of an expert is required by section 1353 to the inclusion in a prospectus of a statement purporting to be made by the expert and he or she either has not given that consent or has withdrawn, in writing, that consent before the issue of the prospectus.

(2) The directors of the issuer, except any without whose knowledge or consent the prospectus was issued, and any other person who authorised the issue thereof shall be liable to indemnify the person named as mentioned in subsection (1) or, as the case may be, whose consent was required as so mentioned against each of the following:

(a) all damages, costs and expenses to which the person may be made liable by reason of the person’s name having been inserted in the prospectus or of the inclusion therein of a statement purporting to be made by the person as an expert, as the case may be;

(b) all costs and expenses in defending himself or herself against any action or legal proceeding brought against him or her in respect thereof.