Nobody downloaded yet

Uk Company Law Directors Duties - Essay Example

Comments (1) Cite this document
Directors are fiduciaries and consent or agree to act on behalf of or for, or in the best interests of the corporation in which they have been appointed as directors. Directors are required to exercise their duties primarily to maximize the shareholder’s welfare. …
Download full paperFile format: .doc, available for editing
GRAB THE BEST PAPER97.3% of users find it useful
Uk Company Law Directors Duties
Read TextPreview

Extract of sample "Uk Company Law Directors Duties"

Download file to see previous pages Directors should primarily implement their duties in an ethical manner towards profit maximization, balanced against the requirement for corporate survival and to have consideration for the broader stakeholders of the company.
In Re D Jan of London Ltd , it was observed that the duty of care which is to be demonstrated by a director of a company under common law is now enshrined in s.214 (4) of the Insolvency Act 2006. Under s.212 of the Insolvency Act 1986, the liquidator sued the erstwhile director D’ Jan for breach and negligence of duty. In this case , the director D’ Jan signed an insurance policy as the task of filling up and checking up the application had been entrusted with an insurance broker. The fact that D’ Jan had been a director in a company which went to liquidation earlier had not been disclosed in the application and due to which , the fire claim made by the company was rejected by the insurance company. In this case , Hoffmann L J found D’ Jan in breach of his duty of care as he failed to go through the filled-in form and hence , he acted negligently .
In Bairstow v Queens Moat House Plc , Nelson J found the four erstwhile directors of the defendant company liable for over £26 million as regards to earlier dividends authorised by them. Nelson J observed the following in this case;
A director who had given his permission for the defrayment of illegal dividend in violation of his duty and as a quasi trustee , he would be accountable to return such unlawful dividends paid back to the company as he knew that the dividends so paid were not legally authorised whether or not that authentic knowledge tantamount to fraud; If he is already aware of the information about the improperness of such dividend payments despite the fact that he was not aware that such improperness made the payment illegal. If he ought to have taken in all the background to have familiarity to the whole of the background which made the payments not legal; If he ought to have been well-known, as diligent and logically capable director that dividend payments were not legal6. In Overend and Gurney Co v Gibb and Gibb7, in exercise of the power authorised under the company’s Memorandum and Articles of Association of the company, the directors decided to purchase a money dealing and bill broking business. Later, this investment was found to be disastrous for the company. House of Lords were of the opinion though the directors ...Download file to see next pagesRead More
Cite this document
  • APA
  • MLA
(“Uk Company Law Directors Duties Essay Example | Topics and Well Written Essays - 2500 words”, n.d.)
Retrieved from
(Uk Company Law Directors Duties Essay Example | Topics and Well Written Essays - 2500 Words)
“Uk Company Law Directors Duties Essay Example | Topics and Well Written Essays - 2500 Words”, n.d.
  • Cited: 0 times
Comments (1)
Click to create a comment or rate a document
richmond92 added comment 11 months ago
Student rated this paper as
The topic of "Uk Company Law Directors Duties." is quite often seen among the assignments in university. Still, this paper opens a brand new perspective of seeing the problem. I’ll use the idea for my own document.

CHECK THESE SAMPLES OF Uk Company Law Directors Duties

Duties of directors

...Hastings ltd v Gulliver (1942) UK 1 All E. R. 378. Halsbury’s Laws of Australia (120-7456). Howard Smith ltd v Ampol ltd (1974) UK AC 821. Keay, A. R. (2001). The directorsduty to take into account the interest of company creditors: when is it triggered. Melbourne university law review. Katz, D. A. Lipton, W. & Katz, R. (2011). For directors a wakeup call from down under. Retrieved from Kinsela v Russell Kinsela Pty Ltd (1986) 10 ACLR 395. McCabe, M. & Nowak, M. (2007). Corporate governance:...
14 Pages(3500 words)Essay

UK Company Law the Companies Act, directorsduties were evolved through case laws and now, the UK Companies Act 2006 contains explicit provisions regarding the duties of directors through sections 170 to 177 and chiefly mirrors the equity and common law principles. However, the section 172 of CA 2006 is itself a novelty which includes an explicit duty to promote the growth of the company successfully. Further, it also contains a new notion of “open-minded or enlightened shareholder value”. Whether a director of a company can be...
10 Pages(2500 words)Essay

Fiduciary Duties for Directors

...of interest does not have to lead to loyalty breach. It is the way in which a director handles the corporation’s affairs that will determine whether or not his conduct led to a breach in loyalty duty. The Delaware fiduciary law lays out some of the situations in which duty of loyalty may be implicated. Thee include: contracts between the company and directors or other corporations in which the director may have some material interest, dealings between a parent company and a subsidiary, management buy outs, corporate reorganizations or acquisitions which may result in differing interests between the...
4 Pages(1000 words)Essay

Corp Law Assignment. Directors Duties / Remedies / Removal of Board

...? Corp Law Assignment. Directors Duties Remedies Removal of Board Question Facts/Issues: Nifty is suingDodgy for breaching his common law duty of care, skill and diligence in failing to rent the cheaper premises. The issue is whether Nifty will be successful and what remedies he may seek. Law: s180(1) of the Corporations Act 2001 (Cth) – Care and diligence – directors and other officers; ASIC v Rich – non-executive directors in breach of their duty of care, skill and diligence. Application: The question of whether the Nifty would successfully sue Dodgy relies on the directors knowledge of the firm, responsibilities and his failure to comply with the laws. The directors are entitled to exercise their authorities and deliver... against him in...
4 Pages(1000 words)Essay

Law - Directors Duties

...?DirectorsDuties In 2006, the review of the Companies Act made some significant changes to the existing duties of directors (Hannigan, 2009). The Company Law Review's clear intention was to modernize and alter the law and not merely to replicate the current position in a statutory statement. Accordingly, it recommended a full codification of directors' duties replacing the corresponding equitable and common law rules. Therefore, the UK Companies Act 2006 replaced and codified the principles of common...
4 Pages(1000 words)Essay

Duties of Directors

...Duties of Directors Definition According to the section 2(13) of the companies Act, 1956 "director means any person occupying the position of directors by whatever name he is called." The important factor to determine whether a person is or is not a director is to refer to the nature of the office and its duties. It does not matter by what name he is called. If he performs the functions of a director, he would be termed a director in the eyes of the law even though he may be named differently. A director, may, therefore, be defined as a person having...
13 Pages(3250 words)Essay

UK Company Law Assignment the sequel. If a director wilfully acts over and above the powers bestowed upon him by the articles of association of the company, then he will be held liable for such transgressions. If the company becomes insolvent as a result of the fraudulent activities of a director, then he will be held to be responsible. Section 174(1) established the duty to exercise reasonable care, skill and diligence. This duty enshrines the rule of duty of care and skill of common law. Section 174(2) describes the amount of care, skill and diligence to be exercised by a director. Furthermore, the...
9 Pages(2250 words)Essay

Directors liabilities and duties

...Methods 29 3.4.1 Qualitative Methods 30 3.5 Conclusion 30 Chapter 4 Findings and Analysis 31 4.1 Analysis of Duties of Directors 31 4.2 Analysis of Liabilities of Directors 37 Chapter 5 Conclusion 41 Bibliography 44 Chapter 1 Introduction The objective of this chapter is to present an overview of the topic chosen for study as well as the aims and objectives of the research. The chapter also details the structure of the paper to have a comprehensive understanding of the text of the report. Directors' Liabilities and Duties - an Overview There are basically five key functions the company law...
40 Pages(10000 words)Essay

UK Company Law Shareholders and Directors

...Order 156623. SHAREHOLDERS AND DIRECTORS INTRODUCTION The directors of a company are entitled to exercise all powers and to do all such duties and things as the company is authorized to exercise or do, except those that are required by the companies Act or done by the company in a General meeting. In enjoying their powers and duties the Directors are subject to their provision of the Act and any regulations made by the company in General meeting. The board of directors of a company are entitles to exercise all such powers and do all such...
8 Pages(2000 words)Essay

Directors Duties

...Company law. Order 169039 Directors' duties Directors are the persons to whom management of a company is entrusted Together with managers and the secretary of the company they are the 'officers' of the company. It is not necessary that a natural person be appointed, a director may be another company. A person who acts as a director, e.g. by attending board meetings and taking part in board decisions will be a director even if he is called by another name as governed or trustee 2 Directors' are essentially agents of a...
6 Pages(1500 words)Essay
sponsored ads
We use cookies to create the best experience for you. Keep on browsing if you are OK with that, or find out how to manage cookies.

Let us find you another Essay on topic Uk Company Law Directors Duties for FREE!

Contact Us