'Common Law Company Directors, Duty and Rules'

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Abstract

In this study we try to explore the concept of “role and duties of directors” in a holistic context. The main focus of the research is on “what common law suggests about the roles and duties of directors, and further the relation of directors with the shareholders”. The research also analyzes many aspects of “disqualifications of directors, with the reference of some case studies” and tries to gauge its effect on “the company that how the directors make impact on running the organization smoothly”.

Table of Contents

Chapter 1 Introduction1

Structure of Dissertation1

Methodology3

Aims and Objectives4

Chapter No 02 Literature Review5

The Companies Act 20065

Implementation8

Modernization8

Simplification of procedures9

Strengthening reporting10

Obligations and liability of directors10

Conclusion12

Duties of Director12

Disqualification of Directors18

Qualities of A Director21

BURT AND DOYEL CASE22

Related Literature27

Collapse of Enron35

Independence of Directors43

The Analysis of Market-Oriented Corporate Governance50

The Market Model for Corporate Governance in the U.K53

The legal challenges of corporate governance in the U.K55

The legal challenges of corporate governance in the U.K61

Co Tractarianism and shareholder exclusivity68

Shareholders' mandatory 'shotgun' right72

Chapter 03 Methodology76

Primary Research85

Reliability86

Validity87

Selection of Sampling87

Sample Size88

Timeframe88

Selecting Participants90

Instruments90

Research Design90

Data Collection91

Data Analysis91

Report of Findings92

Chapter 04 Discussion and Findings93

Discussion93

Chapter 05 Conclusion123

Conclusion123

References127

Chapter 1 Introduction

Structure of Dissertation

This research focuses on the various aspects of “common law company directors, duty and rule in the U.K and comprises of the following chapters:

Introduction

Common law refers to the English legal tradition featuring independent courts of law and a legal profession, trial by jury of citizens to balance a judge, and liberty under rule of law—with law defined both as customs or principles affirmed by a court and statutes or codes made by a legislature. Further characteristics of common law include the selection of judges from the experienced lawyers (the bench from the bar), reliance upon precedent and traditional principles in adjudicating new cases, and a jurisprudential complexity that balances continuity and adaptability. These elements distinguish common law from the civil law, which stems from Roman law and casts judges as magistrates with administrative powers.

Many citizens, lawyers, and political scientists in liberal democracies are unfamiliar with the influence of common law upon conceptions of constitutional government, individual rights, and the status of the judicial power beside the legislative and executive powers. The English Constitution springs from the spirit of the common law, not only in entrenching the right of habeas corpus (Article I), or jury trials (Article III and Amendments 5, 6, and 7) and “suits at common law” (Amendment 7), or in other clauses using common-law terms. The concept of a written constitution with distinctly enumerated powers rather than broad grants owes much to the common law insistence upon defining government to serve liberty, apart from the addition of a Bill of Rights, which literally draws from common law.

A great debate arose in the past two centuries between classical common law and the advocates of modern common law. The predominant conception of common law today as judge-made law—devised case-by-case and guided partly by precedent but largely by a rapidly evolving or dynamic consensus of bench and bar—reflects the modern common law view developed in the late nineteenth ...