Derivative Claims and Proceedings

25.1 Part 11 of the CA 2006 is a new part dealing with derivative claims and proceedings by the members and was in force on 1 October 2007 (also known as the “Part II procedure”. Section 170 of the CA 2006 (scope and nature of general duties) states that the directors’ general duties are owed to the company rather than to individual members, or third parties such as employees or consumer groups. As was previously the case under the CA 1985, only the company could enforce directors’ statutory duties – particularly under s 309 of the CA 1985. Section 309 of the CA 1985 provided that directors were to have regard to the interests of the company’s employees. ⁶⁹²² However, the duty imposed by that section was owed by the directors to the company (and the company alone), and was enforceable in the same way as any other fiduciary duty owed to a company by its directors. Employees did not have any locus standi to bring any proceedings.