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Words: | Submitted: Fri Mar 31 2006
... of skill and care, with Re City Equitable Fire and Insurance Co7 the leading case, with this standard illustrated perhaps most eloquently in Laguna8, with MR Lindley stating "If they (directors) act with such care as is to be reasonably expected of them...... they discharge their duty to the firm". The IA'86 sets out the modern standard regarding the duty of skill and care of directors - confirmed in Re D'Jan of London9, and the statute book is relatively burgeoning with Acts bestowing responsibilities and potential liability on directors10. Directors also owe fiduciary duties, governed by s317 CA'85, requiring directors to disclose any personal interest which could conflict with companies interest11. Other duties conferred on directors include the fair issue of shares,12 among others13. Directors can also be delictually liable, most commonly in instances of fraud14 and negligent misstatement15 and they have a degree of contractual liability, particularly if they breach their ...
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