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8 Be careful not to spend time going Into IA D986, sz14 .depth—fts relevance here . in Its tremlap with duties to reedit.
The developing state of the lawrelating to creditors is refl.. ins. 192.(3). This provides that the s. in duty has effect subject to ..y enactment or mule of law requiring directors, in certain circumstances, to consider or act in the interests of creditors of the company’, allowing further development of these principles in the future.
To conclude, it remains the case that a director roves his duties to the company alone, °ther th.. in very limited circumstance…ere a direct duty to an individual shareholder arises. However, in exercising the overriding duty to act in good faith to promote the success of the company for the benefit of the members, the thector must take into account all relevant matte., which will include the interests of a range of stakeholders and other considerations. Section ryz thus provides important guidance to directors but does not give rise to a duty owed to anyone other than the company. Furthermore, since duties …forceable by the company, any action taken in respect of any breach must be through the company, either through the directors or, more likely, the members in a derivative action under CA 2.6, ss.2.6o-4. This means that even if s. t7z is breach., action is .likely, and even if a claim were brought successfully, any remedy would benefit the company rather than the aggrieved stakeholder.
The…gm…grt by A f7z thus do not change the law in terms of to whom the duties meowed but rolled a more g.eral cultural change n recognizing wider .terests and responsibilities.. This can also be seen in the strategic report required under CA zoo6, s. 4r4A (other than for small comp.es), and a growing emphasis on corporate social responsIbillty. But the Increasing me..ss of the importance of thrporore responsibility for both social and economic gain has not yet altered the fundamental legal position that duties are owed to the company alone,
9 Quite how far s.192 does this is a matter for debate that you thuldl.k at in mom depth
to This fini.es off the essay by tying the thnclusion bath to the question itself
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s. Directors’ Duties
Looking For Extra Marks?
■ Develop the discussions on stakeholding and corporate responsibility, engaging with the academic debates, but remember to link this.ck into s.1.92 as the question demands Consideration of other approaches such as Keay’s ‘entity maximisation and sustainability model’ could also provide scope for critiquing the current legal approach ■ Show an awareness of the reform process (the Company Law Review) that resulted In s. rrz arguably being more than a straightrorovaro ‘codification’ of misting law, and of ongoing reform proposals