Investment Funds, Companies and Miscellaneous Provisions Act 2005
|
Indemnification of certain persons. |
44.—(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issuer, or as having agreed to become a director thereof, and he or she has not consented to become a director, or has withdrawn, in writing, his or her consent before the issue of the prospectus, and has not authorised or consented to the issue thereof, or | ||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an expert is required by section 45 to the issue of a prospectus and he or she either has not given that consent or has withdrawn, in writing, that consent before the issue of the prospectus.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 whose consent was required as so mentioned, as the case may be, against all damages, costs and expenses to which he or she may be made liable by reason of his or her name having been inserted in the prospectus or of the inclusion therein of a statement purporting to be made by him or her as an expert, as the case may be, or in defending himself or herself against any action or legal proceeding brought against him or her in respect thereof. | ||
(3) A person shall not be deemed for the purposes of this section to have authorised the issue of a prospectus by reason only of his or her having given the consent required by section 45 to the inclusion therein of a statement purporting to be made by him or her as an expert. |