Directors Duties in UK Law

Leading Cases
  • Bruce Peskin and Another v John Anderson and Others
    • Court of Appeal (Civil Division)
    • 14 Diciembre 2000

    The fiduciary duties owed to the company arise from the legal relationship between the directors and the company directed and controlled by them. The fiduciary duties owed to the shareholders do not arise from that legal relationship. They are dependent on establishing a special factual relationship between the directors and the shareholders in the particular case.

    That other person may have entrusted or, depending on all the circumstances, may be treated as having entrusted, the care of his property, affairs, transactions or interests to him.

  • Rock (Nominees) Ltd v RCO (Holdings) Plc (in Members Voluntary Liquidation)
    • Court of Appeal (Civil Division)
    • 17 Febrero 2004

    As to the judge's finding of breach of fiduciary duty on the part of the Respondent Directors, it is plain that, as the judge found, the Respondent Directors were "in a position of hopeless conflict". Further, they would undoubtedly have been well-advised to obtain an independent valuation. However, no harm was in fact done and no damage or prejudice caused.

  • Base Metal Trading Ltd v Shamurin
    • Court of Appeal (Civil Division)
    • 14 Octubre 2004

    In my judgment, the law of the place of incorporation applies to the duties inherent in the office of director and it is irrelevant that the alleged breach of duty was committed, or the loss incurred, in some other jurisdiction.

  • J J Harrison (Properties) Ltd v Harrison
    • Court of Appeal (Civil Division)
    • 11 Octubre 2001

    It follows from the principle that directors who dispose of the company's property in breach of their fiduciary duties are treated as having committed a breach of trust that a person who receives that property with knowledge of the breach of duty is treated as holding it upon trust for the company. He is said to be a constructive trustee of the property. The position was explained by Lord Justice Buckley in the Belmont case, in the passage to which I have just referred:

  • HM Revenue and Customs v Holland; Re Paycheck Services 3 Ltd
    • Supreme Court
    • 24 Noviembre 2010

    In Fayers Legal Services Ltd v Day, ( unreported) 11 April 2001, a case relating to breach of fiduciary duty, Patten J, rejecting a claim that the defendant was a de facto director of the company and had been in breach of fiduciary duty, said that in order to make him liable for misfeasance as a de facto director the person must be part of the corporate governing structure, and the claimants had to prove that he assumed a role in the company sufficient to impose on him a fiduciary duty to the company and to make him responsible for the misuse of its assets.

  • Boulting v Association of Cinematograph, Television and Allied Technicians
    • Court of Appeal
    • 04 Febrero 1963

    Nothing wrong, that is, so long as the director is left free to exercise his best judgment in the interests of the company which he serves.

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Legislation
  • Charities Act 2011
    • UK Non-devolved
    • 1 de Enero de 2011
    ...... 2 to the Northern Ireland Act 1998 (excepted matters: taxes and duties) . . (2) In so far as this Chapter affects the law of Northern ... trustees of a charity is to be read as a reference to the directors of the company. . (2) Subsections (3) to (5) apply if a direction is given ......
  • Companies (Consolidation) Act 1908
    • UK Non-devolved
    • 1 de Enero de 1908
    ......lists of members and directors and managers to the registrar of. companies. . (4) A licence under this ...the keeping of colonial registers. S-36 . Stamp duties in case of shares registeredin colonial registers. 36 Stamp duties in ......
  • Companies Act 1948
    • UK Non-devolved
    • 1 de Enero de 1948
    ......two of the directors or by a director and the secretary of the. company, and such subscription ...the company's behalf. S-80 . Duties of company with respect to issue of certificates. 80 Duties of company ......
  • Companies Act 1929
    • UK Non-devolved
    • 1 de Enero de 1929
    ......by two of the directors and the secretary of the company,. and such subscription on behalf of the ...pounds for every day during which the default continues. S-67 . Duties of company with respect to issueof certificates. 67 Duties of company ......
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Books & Journal Articles
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Law Firm Commentaries
  • DirectorsDuties Transcend Insolvency
    • JD Supra United Kingdom
    The High Court recently ruled that the general directorsduties prescribed by sections 171-177 of the Companies Act 2006 (“CA 2006”) (the “General Duties”) continue to apply to directors after the...
  • Boardroom disputes and directors' duties
    • JD Supra United Kingdom
    Boardroom disputes and directors' duties - A recent High Court decision serves as a reminder of the collective nature of board responsibility and provides legal and practical pointers both for ...
  • Directors' Duties
    • Mondaq United Kingdom
  • Directors' Duties
    • Mondaq United Kingdom
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Forms
  • Apply to become someone's deputy (make a declaration)
    • HM Courts & Tribunals Service court and tribunal forms
    Court of Protection forms including the COP1 application to make decisions on someone's behalf.
    ......ability to carry out the duties of a deputy effectively? (e.g. ill health or business/family. ...section 1 of the Company Directors (Disqualification) Act 1986?. If Yes, please provide details. 3.9. Are you ......
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