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With the Companies Act 2006 - What Happened to “Best Interests”? (Wednesday, 14 November 2007) Written by Tolleys Directors Duties CA 2006, s 170(4) requires us to interpret the new law by reference to pre-existing common law and equitable principles. In the case of the duty to promote the success of the company (s 172) its origins can be found in the established principle that a director must act bona fide in the best interests of the company and utilise his powers for the purposes for which they were conferred1. In reality these are two duties and they are now split between two sections ie the duty to act in accordance... (1124 more chars)

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Relation to the Company Directors Disqualification Act 1986 (Wednesday, 14 November 2007) Written by Tolleys Directors Duties The CDDA 1986 has had an important impact on the development of the law relating to directors’ duties. Many of the leading cases on the duties in recent years have been in the context of disqualification proceedings under the CDDA. In determining whether a person is unfit to be concerned in the management of a company and therefore should be disqualified under Section 6, the court has regard to the matters set out in Part 1 of Schedule 1, one of which is: “any misfeasance or breac... (2124 more chars)

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What are the key elements of a fiduciary relationship? (Wednesday, 14 November 2007) Written by Tolleys Directors Duties The law would impede the development of modern business practice if it continued to insist that directors were trustees by any other name. Trustees are usually required to act unanimously, whereas a simple majority decision of a board of directors will suffice. Again, trustees must exercise a high degree of restraint and conservatism in their investment judgments, complying with what the Trustee Act 2000 allows, whereas directors will be expected to display entrepreneurial flair and accept co... (3579 more chars)

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Directors Duties - Why a Framework is Needed (Wednesday, 14 November 2007) Written by Tolleys Directors Duties Directors are in control of substantial assets belonging to another, the company they manage. Although a majority of shareholders may dismiss them at will1 great damage could be done to the company’s interests, including misappropriation of its property, in the time it takes to bring about their removal. While some fetter on indiscretion is provided by there being a board exercising powers, and undertaking surveillance, collectively, many companies now have a sole director who is also t... (3464 more chars)

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