Duties and liabilities of company directors

Abstract

This thesis aims at a thorough analysis of the role of the director within the company. The first chapter targets the identification of the legal relationship between the director and the various other constituent elements of the company, including third parties dealing with the company. Various theories are dissected, and particular attention is given to the pronouncements of the local courts on the matter. Having identified the proper juridical relationship of the director within the corporate set-up, the second chapter tries to identify the recipients of the duties owed by the directors. In this context, reference is made to the duties, if any, the director owes to the shareholders, to the corporate creditors and to the employees, apart from the obvious duties the director owes to the company. A detailed analyses regarding the right of action individual shareholders have against the directors follows. The final two chapters analyse the two major Common Law duties owed by the director to the company: namely the duty to act in the interests of the company and the duties of care and skill. These duties are compared to the corresponding duties under Maltese law. In conclusion the thesis presents the attempts made by the English authorities in the enhancement of corporate governance through the Cadbury Report and the lack of redress given by this report to the plea of shareholders towards major accountability of those who manage the affairs of their company.