Company directors' powers, duties and liabilities : an analysis of company law in the United Kingdom

• Main Author: Amosh, Ibrahem Ata Kh
• Published: University of Edinburgh 1992
• Subjects: 340
• Online Access: http://ethos.bl.uk/OrderDetails.do?uin=uk.bl.ethos.640457

This thesis is an analysis of directors' powers, duties and liabilities under the British company Law. It consists of ten chapters, the first of which is an introductory one. The second chapter discusses the powers of directors. Directors' duties to the company are examined in chapters 3, 4, 5 and 6. The fair dealing rules (i.e. the co-conflict rule and the no-profit rule) and the statutory as well as the common law role to relax them are examined in both chapters 3 and 4. The fifth chapter is concerned with directors' duty of honesty and good faith; whereas, the duty of skill and care is examined in chapter 6. Directors' duty to individual shareholders is the subject of chapter 7. In chapter 8 directors' duties to the creditors of their company have been highlighted. Litigation and the protection of minority shareholders have been examined in chapter 9. The thesis ends with a summary and conclusions. The power to manage a company is usually vested in the board of directors. A director's primary duty is owed to his company. However, in some exceptional cases a director may owe duties to the company's shareholders and its creditors. It is submitted that the fair dealing rules as applied in the U.K. are inflexible. The courts, however, have shown their willingness to relax them. The test of the duty to act <i>bona fide</i> is mainly subjective. Whereas the test of the proper purpose is mainly subjective. Directors' duties of skill and care are mainly governed by the common law rules. The applied test to the duty of care and skill is mainly subjective. Since a director's breach of duty may harm the minority shareholders, the common law as well as the legislation tried to provide minority shareholders with the necessary protection.