chapter  4
12 Pages

Shares and payment of capital

One of the most significant changes brought about by the Companies Act 2006 is in relation to the statutory code of duties that a director owes to a company. Compared with the pre-existing definitions of the common law duties of directors, however, the new statutory statement captures a cultural change in the way in which companies conduct their business. The duty does not prevent a director from relying on the advice or work of others, but the final judgement must be his responsibility. The power to issue shares is given for the purpose of raising necessary capital for the company. The claimants also had a management agreement by which they ran the defendants' business and they also nominated the company's directors. Umunna resigned hoping to do business with the Cameroon authorities. At this time there were no specific corporate opportunities. In addition to liability to the company, directors may be directly liable to outsiders.