ABSTRACT
So far in this book we have considered the history of company law and the legal foundations of the modern company, and the previous chapter explained how a company is operated. In that chapter we saw how signi cant the directors and other of cers are in the operation of any company, whether large or small. The key obligations for managing the company are placed in the hands of the directors. The directors owe duciary duties to the company and a number of common law duties besides. In this chapter we shall analyse the general duties that are imposed on directors to govern all of their activities when dealing with the company. This is the beating heart of company law. The duties that the directors owe to the company, and the effect that that can have on shareholders, employees and others, is central to the functioning of any company. Company law as a discipline is about regulating the way in which those duciaries interact with the other stakeholders in the company.
