ABSTRACT
This chapter explores the director's duty to the company is in fact a duty to capital. It then goes on to set out the nature of modern capitalism as set out in statutory duties in the Companies Act 2006 where capitalism is significantly grounded in finance. One of the key reforms of the 2006 Act was the provision of statutory duties set out in sections 171 to 177. Section 171(a) requires a director to act in accordance with the company' constitution, and subsection (b) requires that all powers must only be exercised for the purposes for which they were conferred. The first requirement is relatively straightforward. The second part of this section is slightly more complex as it involves directors using powers that they possess under the constitution but using them for an improper purpose that is a purpose, which is not the one that was intended when the power was granted to the director.
