An Integrated Approach to Statutory Interpretation: Directors' Duties in the UK

Abstract

This chapter outlines the integrated approach taken to statutory interpretation of directors’ duties in the UK in order to highlight how the interaction between case law and the reading of statutes affects the development of the common law. It highlights, and explains the reasons for, the incoherent nature of directors’ duties in Australia. This regime can be contrasted with the more coherent approach adopted in the UK when directors’ duties were codified in the Companies Act 2006. Particular focus is placed on the conflicts and profits rules, with detailed examination of how the law relating to competing directorships has developed in different Commonwealth jurisdictions.

Keywords: fiduciary duties, directors' duties, statutory interpretation, competing directorships

JEL Classification: K10, K22