General Law and Statutory Directors' Duties: 'Unmixed Oil and Water' or 'Integrated Parts of the Whole Law?'

Abstract

In light of increasing focus on the interaction of statute and general law, and the need for coherence, this article looks at the relationship between general law and statutory directors' duties in Australia and the United Kingdom. It does so with particular focus on general law and statutory duties to act in good faith in the interests of the company. It is shown that the two sets of duties should be interpreted and applied as part of an integrated body of law governing directors’ duties in each jurisdiction. This critical comparative analysis demonstrates the principle of coherence in action, as well as the insights this principle could bring.

Keywords: fiduciary duties, directors' duties, Companies Act 2006(UK), Corporations Act 2001 (Cth), coherence, company law

JEL Classification: KN 22, KN 29