Title: Directors' Duties, Dry Ink and the Accessibility Agenda
Abstract: The primary policy justification presented by the English and Scottish Law Commissions, the Company Law Review Steering Group and the Government for a statutory statement of the general duties of directors was the desire to improve their accessibility. This paper critically examines the contextual significance of the United Kingdom’s decision to transfer the general legal duties of directors from case law principles developed by the courts to a series of legislative principles in the Companies Act 2006. It sets this development which had the objective of improving the accessibility of directors’ duties within a broader historical context encompassing the concept of codification and comparative perspective in the common law world. There is an exploration of the extent to which an accessibility goal can be said to be achieved in view of the considerable challenges for the key audience of the statutory statement, directors and lawyers, in seeking to understand what the law is and how it might be applied to a given fact scenario. A framework is put forward for assessing the efficacy of the codified duties.Of particular significance is the detailed consideration of the appropriate inter-relationship between pre- and post-enactment case-law and the statutory duties of directors contained in Chapter 2 of Part 10 of the UK Companies Act 2006. The article’s conclusion suggests that while accessibility is a laudable policy goal which is in part achieved by the statutory statement of seven general duties, realistically there are limits to accessibility in this sphere and some difficult interpretive challenges remain to be ironed out by the courts concerning the role of case law and the courts.
Publication Year: 2011
Publication Date: 2011-09-01
Language: en
Type: article
Access and Citation
Cited By Count: 6
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