p. 4838. Remedies for Maladministration of the Company
- Sarah WorthingtonSarah WorthingtonDowning Professor of the Laws of England and Fellow of Trinity College University of Cambridge Academic Member, South Square, Gray’s Inn
- and Sinéad AgnewSinéad AgnewCatherine Seville Assistant Professor in Law and Fellow of Newnham College University of Cambridge Associate Member of Serle Court, Lincoln’s Inn
Abstract
This chapter discusses the functioning of directors and their duties under common law and the Companies Act 2006. Topics covered include: the scope and nature of directors’ general duties; the duty to act within powers; the duty to promote the success of the company; the duty to exercise independent judgement; the duty to exercise reasonable care, skill and diligence; the duty to avoid conflicts of interest; the duty not to accept benefits from third parties; the duty to declare an interest in a proposed or existing transaction or arrangement; remedies for breach of general duties; relief from liability; ratification of acts of directors; relief from liability granted by the court; contracting out of liability; statutory rules requiring special notice or members’ approval for certain transactions; and secondary liability (liability of third parties associated with directors’ wrongs).
