The board of directors have exclusive powers in conducting the business of a company. Such a centralised decision-making process allows directors to act efficiently and independently from the company's other stakeholders but as Sealy and Worthington write, the risk is that directors 'may manage the company in their own interests rather than in the interests of those they are supposed to serve'. A way adopted by the common law courts to solve this problem has been to impose duties on directors in order to control their actions and limit their powers. It was however not until 1999 that the Law Commissions and Company Law Review decided to codify the case-law. The primary reason for this was the necessity to clarify and make 'more accessible' the rules applying to directors in order to enable them better understand what their duties towards the company are. It is worth noting here that traditionally, one could distinguish the directors duties with the common law duties of 'care and skill', and the fiduciary duties. It is understood that a director is not only 'a trustee, whose role it is to protect and preserve the assets of the beneficiary', but also 'a dynamic entrepreneur whose job it is to take risks with the subscribed capital and multiply the shareholders investment.'
[...] Section 172 of the companies The board of directors detains usually exclusive powers to conduct the business of the company. Such centralised decision-making process allows directors to act efficiently and independently from the company's other stakeholders but as Sealy and Worthington write, the risk is that directors manage the company in their own interests rather than in the interests of those they are supposed to serve”.[1] A way adopted by the common law courts to solve this problem has been to impose duties on directors in order to control their actions and limit their powers. [...]
[...] 510-1 Keay, A. “Section 172(1) of the Companies Act 2006: an interpretation and assessment”, Company Lawyer 28(4) p.5 Ibid, p.3-4 Sealy, L. & Worthington, S. Cases and Materials in Company Law, 8th edn, Oxford: Oxford University Press p Keay, A. “Section 172(1) of the Companies Act 2006: an interpretation and assessment”, Company Lawyer 28(4) p.4 [1969] 3 All E.R Keay, A. “Section 172(1) of the Companies Act 2006: an interpretation and assessment”, Company Lawyer 28(4) p.4 sealy p / keay p. [...]
[...] Certainly, the directors‘ business review is required under s.417(2) of the CA 2006 to help the members of a company in assessing their directors‘ actions and in determinating whether the directors are or not in breach of s.172.[33] However, no group of stakeholders except from shareholders is allowed to take a legal action against directors under the CA 2006. Section 260(1) allows shareholders (provided that they have the court's consent) to bring derivative claims against directors respect of a cause of action vested in the company” and s.260(3) provides that derivative proceedings can be brought respect of a cause of action arising from an actual or proposed act or omission involving [ . ] breach of duty [ . [...]
[...] “Section 172(1) of the Companies Act 2006: an interpretation and assessment”, Company Lawyer 28(4) p.2 Lowry, J. & Reisberg, A. Pettet's Company Law, 3rd edn, London: Pearson Longman Ch “Duties of Directors”, p. 5-6 wynn-evans employees, p.2 wynn-evans, p.3 Davies, P. Gower and Davies, Principles of Modern Company Law, London: Sweet & Maxwell p Ibid, p [1986] 4 N.S.W.L.R http://austlii.law.uts.edu.au/au/journals/MULR/2001/11.html Davies, P. Gower and Davies, Principles of Modern Company Law, London: Sweet & Maxwell p. [...]
[...] “Section 172(1) of the Companies Act 2006: an interpretation and assessment”, Company Lawyer p Fisher, D. enlightened shareholder - leaving stakeholders in the dark [ International Company and Commercial Law Review p goddard p.3 Keay, A. “Section 172(1) of the Companies Act 2006: an interpretation and assessment”, Company Lawyer 28(4) p Fisher, D. enlightened shareholder - leaving stakeholders in the dark [ International Company and Commercial Law Review p. [...]
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