How the Irish Courts Protect and Promote Stakeholder Interests

Abstract

This Comment attempts to challenge the view that company directors in Ireland owe their duties to shareholders alone. While statute provides that directors owe their duties "to the company (and the company alone)", this has been interpreted to mean that directors only owe their duties to the shareholders. In the first instance, this interpretation fails to take account of the company's separate legal personality and, in the second instance, it is inconsistent with the approach of the Irish Courts in corporate enforcement cases. These cases make it clear that the 'interests of the company' go much further than the interests of the shareholders alone. Rather, the interests of the company includes the interests of all stakeholders like employees, consumers and society at large. Therefore, when directors exercise their duties, the Courts have made it clear that they must take account of a variety of interests not just those of shareholders.

Keywords: Directors' Duties; Employees; Consumers; Tax; Stakeholders; Company Law; Corporate Enforcement; Restriction; Disqualification; Sustainability; Shareholders; Ireland; Courts

JEL Classification: K, K2, K22, K30, K31, K34, K42