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Company Law: Chapter 14

Lowry, JP; (2018) Company Law: Chapter 14. [Book]. (10th edition ed.). OUP (Oxford University Press): Oxford, UK. (In press). Green open access

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Abstract

In this chapter we consider the duties which a director owes to the company. In Chapter 13 we explained that directors are fiduciaries and so much of the case law on their duties is founded on principles originating from the law of trusts and agency. We also saw that the early part of the 20th century marked a significant shift in the way the judges viewed the office of director. In tandem with this development the courts adopted a stricter approach towards the standard of care and skill expected of directors in the performance of their management roles. A concern of both equity and common law courts was to develop a corpus of rules designed to prevent directors abusing their considerable powers. The policy objective is based on prophylaxis and the result is a formidable body of reported decisions in which the judges have been developing the contours of directors’ liabilities. In addition to the work of the courts, legislation has also imposed a range of duties, devised principally as reactive measures against specific abuses by directors, particularly in relation to fraudulent asset stripping. Confronted with this considerable body of law, it came as little surprise that the Company Law Review (CLR), in line with its objectives of maximising clarity and accessibility, recommended that the duties of directors should be codified by way of a statutory restatement. Thus, the ‘general duties of directors’ now appear in Part 10 of the 2006 Act.

Type: Book
Title: Company Law: Chapter 14
ISBN-13: 978-0-19-881183-1
Open access status: An open access version is available from UCL Discovery
Language: English
Additional information: This version is the author accepted manuscript. For information on re-use, please refer to the publisher’s terms and conditions.
UCL classification: UCL
UCL > Provost and Vice Provost Offices
UCL > Provost and Vice Provost Offices > UCL SLASH
UCL > Provost and Vice Provost Offices > UCL SLASH > Faculty of Laws
URI: https://discovery.ucl.ac.uk/id/eprint/10052693
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