Every time a director makes a decision — approving a contract, taking up a business opportunity, voting at a board meeting — they are acting under a set of legal duties owed to the company. As a solicitor, you will advise directors on how to act lawfully, warn boards where they risk crossing the line, and help companies respond when a director has breached their obligations. Getting this right keeps clients out of trouble and, when things go wrong, shapes who pays.
This lesson builds your understanding step by step:
- Foundations and Who Owes the Duties — who counts as a director, who the duties are owed to, and how the statutory code relates to the older case law.
- The General Duties (ss.171–174) — acting within powers, promoting the company's success, independent judgment, and reasonable care and skill.
- Conflicts, Benefits and Interests (ss.175–177) — avoiding conflicts, refusing third-party benefits, and declaring interests in transactions.
- Enforcement, Remedies and Defences — who can sue, derivative claims, the remedies available, ratification, and relief from liability.
- Substantial Property Transactions (s.190) — when asset deals with directors need member approval, and what happens if they don't.
- Protection, Resignation and Insolvency Liability — resignation, insurance, and personal liability for wrongful and fraudulent trading.