DIRECTORS’ DUTIES: REMEDIES AND RELIEF FROM LIABILITY

Question 1

Duties of directors are owed to the company and not the shareholders as individuals

Answer 1

s 170

Question 2

therefore allows shareholders to bring a derivative claim on behalf of the company where the directors have acted in breach of their duties

Answer 2

s 260

Question 3

(1) The consequences of breach (or threatened breach) of s171-177 are the same as would apply if the corresponding
common law rule or equitable principle applied.

(2) The duties in those sections (except s174 (duty to exercise reasonable care, skill and diligence)) are, accordingly,
enforceable in the same way as any other fiduciary duty owed to a company by its directors.

Answer 3

s 178

Question 4

which statute confirms that more than one of the general duties may apply in any given case, so it is common to sue a director
for breach of more than one duty where the facts permit

Answer 4

s 179

Question 5

Breach of which statute is a common law duty (not fiduciary) and therefore the only remedy for breach of this duty is damages

Answer 5

s 174

Question 6

Remedies options for breach of fiduciary duty - 2 cases
1. Accounts for profits (personal remedy)

Answer 6

1. Regal (Hastings) Ltd v Gulliver (1942)
2. Murad v Al-Saraj (2005)

Question 7

Remedies options for breach of fiduciary duty - 2 cases
1. Accounts for profits(proprietary remedy)

Answer 7

1. FHR European Ventures LLP v Cedar Capital Partners LLC
2. The Attorney General for Hong Kong v Reid