Directors’ duties with a particular
focus on the Companies Act 2006
4A Law, Crawley, UK
Purpose – The purpose of this paper is to provide an easy-to-read article for academics, lawyers,
directors and those advising directors, to be able to gain an appreciation of the duties that directors
owe to their companies in light of the Companies Act 2006, the Corporate Manslaughter and Corporate
Homicide Act, 2007 and the Bribery Act 2010.
Design/methodology/approach – Using a range of case law and statutory materials, as well as
published works, including material from the Financial Reporting Council, the Institute of Directors
and the Health and Safety Executive, the paper aims to provide practical advice (as opposed to merely
academic listing) on directors’ duties.
Findings – It has been noted that there are not enough resources which combine the three aspects of
legislation that impact upon directors’ duties.
Research limitations/implications – The paper focuses on directors’ duties for private limited
companies within the law relating to England and Wales, speciﬁcally the Companies Act 2006, the
Corporate Manslaughter and Corporate Homicide Act, 2007 and the Bribery Act. The implications are
that those wishing to conduct business outside of the UK would need to look elsewhere for guidance.
Conversely, UK-based businesses seeking to conduct business internationally will need to be aware of
not just directors’ duties but also the potential conduct of those authorised to act on behalf of directors
abroad, particularly in the context of the Bribery Act 2010.
Practical implications – The paper is an easy-to-read, useful source of impartial information for
academics, lawyers directors and those advising directors to gain an understanding of directors’ duties
under English law.
Originality/value – The paper brings together three different areas of legal practice into one, as they
have a signiﬁcant impact upon businesses and appear not to have been addressed previously in such a
Keywords England, Wales, Legislation, Corporate governance, Company law, Directors,
Directors’ duties, General duties, Management of companies, Companies Act, Bribery Act,
Corporate manslaughter, Corporate homicide, Duty to creditors, Derivative claims
Paper type Research paper
The primary focus of this article is to provide an overview of the codiﬁcation of the
duties that directors of small and medium enterprises (SME’s) owe to their companies.
Whilst codiﬁcation of directors’ duties has been under the Companies Act 2006 (CA
2006) this article aims to bring together brief developments under the Bribery Act 2010
(BA 2010) and the Corporate Manslaughter and Corporate Homicide Act 2007
(CMCHA, 2007) within the context of directors’ duties.
This research is of signiﬁcance therefore to academics, directors, company
secretaries and legal practitioners as it brings together not one but three substantial
The current issue and full text archive of this journal is available at
The author wishes to thank Chris Gale for all his support and guidance over the years;
an extended thanks to Jo Alexander and the team at Emerald; also Steven Kinch of SDK Law.
International Journal of Law and
Vol. 54 No. 2, 2012
q Emerald Group Publishing Limited