ABSTRACT
The directors' duties are classified into management duties and conflict of interest duties. When considering the management duties of directors, however, it becomes necessary to penetrate further and ask what is meant by the interests of the company. The 2006 Act has changed the respective roles of the statutory provisions and the articles of a company in the regulation of directors' conflicts of interest, particularly in relation to the declaration of interest of a director in a company contract. In the reform process, debate between pluralists advocating the running of companies in the interests of the plurality of stakeholders and those endorsing the shareholder value theory was circumscribed. Company law requires directors to treat the interests of the shareholders as a whole as paramount when making decisions. Economic theory has provided the principal perspective and methodology for assessing the effect of company law on commercial behaviour and predicting the effects of proposed changes to company law.
