ABSTRACT

One of the most significant changes made by the Companies Act 2006 (CA 2006) is the codification of duties that a company owe by its directors. The law on directors duties perceives a complex web of common law, fiduciary, statutory rules and principles some of which overlaps and some were not entirely consistent with one another. The reform of the law is the subject of extensive review and consultation by the Law Commission and the Company Law reviews Steering Group. Section 170(4) CA 2006 provides: The general duties interprets and apply in the same way as common law rules or equitable principles, regards to the corresponding common law rules and fair principles in interpreting and applying the general duties. Thus the case-law develop a prior to the CA 2006 that continues to be relevant. This intends to strike a balance between predictability of statute and the ability of the courts to develop principles through the doctrine of judicial precedent.