Chapter 4 Further reading

L Roach, Company Law (2^nd edn, OUP 2022) chs 7-12

Provides a detailed and practical discussion of all the legal and governance issues relating to the directors of the company.

A Cadbury, Corporate Governance and Chairmanship: A Personal View (OUP 2002).

Provides a practical account of numerous issues involving the board of directors. An extremely interesting personal account of what it is to be a director.

D French, Mayson, French & Ryan on Company Law (37^th edn, OUP 2021) ch 16.

A highly detailed and analytical discussion of the general duties and those transactions requiring shareholder approval.

B Hannigan, Company Law (6^th edn, OUP 2021) chs 8-14

Provides a detailed and structured discussion of the codification of directors’ duties and the duties themselves.

A Alcock, ‘An Accidental Change to Directors’ Duties’ (2009) 30 Co Law 362.

Discusses the duty to act within powers and argues that s 171 does not alter the prior common law duty.

HC Hirt, ‘The Law on Corporate Opportunities in the Court of Appeal: Re Bhullar Bros Ltd’ [2005] JBL 669.

Provides a detailed discussion of the corporate opportunity doctrine.

A Keay, ‘Section 172(1) of the Companies Act 2006: An Interpretation and Assessment’ (2007) 28 Co Law 106.

Discusses the key phrases contained within the duty to promote the success of the company for the benefit of its members, and argues that s 172 is unlikely to achieve its aims.

A Keay, ‘The Duty of Directors to Exercise Independent Judgment’ (2008) 29 Co Law 290.

Discusses the common law background to the duty to exercise independent judgment and explores to what extent, if any, the duty contained in the Companies Act 2006 will adopt a different approach.

A Keay, ‘Company Directors Behaving Poorly: Disciplinary Options for Shareholders’ [2007] JBL 656.

Discusses the practical ability of shareholders to discipline directors, focusing on the shareholders’ ability to remove the directors under the CA 2006, s 168.

R Edmunds and J Lowry, ‘The Continuing Value of Relief for Directors’ Breach of Duty’ (2003) 66 MLR 195.

Discusses the courts’ ability to grant relief for breach of duty and argues that a more radical approach is required than that contained in s 1157.

A Walters, ‘Directors’ Duties: The Impact of the Company Directors Disqualification Act 1986’ (2000) 21 Co Law 110.

Discusses how the CDDA 1986 has affected the development of the directors’ duty of care and skill.

P Watts, ‘The Transition From Director to Competitor’ (2007) 123 LQR 21.

Discusses a number of cases where a director leaves a company in order to compete with it, and examines to what extent such action breaches the duties relating to conflicts of interest.

S Witney, ‘Duties Owed by Shadow Directors: Closing in on the Puppet Masters?’ (2016) 4 JBL 311.

Argues that the reforms introduced by the SBEEA 2015 do not clarify the duties owed by shadow directors.

Law Commission, Company Directors: Regulating Conflicts of Interest and Formulating a Statement of Duties (Law Com No 261, 1999) Pts 4 and 5.

Although the entire report is of use, Pts 4 and 5 are of particular use. Part 4 discusses the extent to which directors’ duties should (and can) be codified. Part 5 discusses the duty of care and skill.

Law Commission, Company Directors: Regulating Conflicts of Interest and Formulating a Statement of Duties: Consultation Paper (Law Com CP No 153, HMSO 1999).

Provides a clear and analytical account of the common law duties and recommends a number of options for reform. Chapter 14 examines the advantages and disadvantages of codifying directors’ duties.

https://ftsewomenleaders.com

The website of the FTSE Women Leaders Review.

https://www.gov.uk/government/collections/women-on-boards-reports

The website of the Davies Review on boardroom gender diversity.

https://parkerreview.co.uk/

The website of the Parker Review on boardroom ethnic diversity.