This episode of the Law Report focuses on directors duties under the Companies Act 2006. This is an intermediate level course.

The Companies Act, previously known as the Company Law Reform Bill, received royal assent on 8 November 2006. it implemented the main recommendations of the UK Company Law Review, whose report was published in 2000. The Act reforms and consolidate UK company law, and includes major new provisions on directors' duties, derivative claims, confidentiality of directors' home address, control of access to the share register, new information rights for indirect investors, auditor liability reform, and new auditor offences, and powers to require institutional investors to disclose how they exercise their voting rights.

The new statutory duties of directors set out in Part 10 of the Companies Act 2006 were one of the most keenly debated parts of the bill while it was going through Parliament. This statutory statement of directors’ duties can be seen in two ways: firstly, it simply codified the existing common law obligations of company directors. However, by setting out a duty to act in the interests of the company it also marked a radical departure in articulating the connection between what is good for a company and what is good for society at large.

The information in this podcast represented the legal position when it was recorded on 08/11/2007

This podcast explores in detail directors’ duties as set out in the Companies Act and to what extent these differ from before.

It will be useful for any legal professional interested in learning more about directors duties either to advise clients or for their own businesses.

The interview lasts for 22 minutes. It will take you a further 20 minutes to complete the questionnaire. You will need to get 50 per cent of the questions right to gain your CPD.

The interviewer for this podcast is Fraser Whitehead. The questions are set by Louise Restell and John Deane.

Learning outcomes

After listening to the interview, you will understand:

• The duties of directors and how these have changed under the Act
• What the fiduciary nature of directors duties mean in practice
• The specified duties of directors
• What the duty to promote the success of the company for the benefits of its members means in practice
• The principle of “enlightened shareholder value”
• Remedies for breach of dutys
• The impact codification of duties will have in practice
• Who the directors duties apply to