A Sprouting Duty of Honesty and Loyalty: Companies Act 2006

Directors' duties are well etablished in both case law and in statutory ss170-177 of the Companies Act 2006 (the ACt), except for the extent of the consequences of a breach of duties whcih remains inconsistent. The act remains silent on fiduciary duties, so an evaluation of cases would provide a classification and coherent interpretation of this relationship. The governance of diretors' duties, in general, has shifted graudally from common law to a characteristic codification, leading to some degree of certainty and consistency after eyars of development and evolution through cases. although the instituional structure of legal personality divorces the control of members from the company itself, the company must operate through natural persons, who gnerally means a board of directors who can exericse the day to day management. Over the years, the issue of directors' duties has given rise to a considerable body of case law. One group of cases has raised questions about the extend to whcih and in what sense the duty is of a fiduciary character. A distinction has been made among, on the other hand, duties that are presumed fiduciary based on the inherent nature of the relationship, and, on the other hadn the unprecedented situation of exmaining a particular aspect that classified them as such. The inherently fiduciary relationship includes relationships between solicitor and client, trustee and beneficiary, principal and agent, and doctor and patient. However, the breach of a duty by a fiduciary is not necessarily to be regarded as a breach of fiduciary duty. A fiduciary may owe numerous duties but not all duties are fiduciary in nature.