... The interests of the company have been interpreted by the courts to mean the interests of the general body of shareholders. As stated by Lord Cullen2, fiduciary duties arise from directors being agents of the company. Today, s.3093 includes the interests of employees. However, the Company Law Review has suggested the inclusion of a wide group of people including stakeholders. In addition to the duty to act bona fide, there's a duty to act for proper purpose. This means that directors can only exercise powers under the articles for a proper purpose and not for any collateral purpose4. This is so even if he was acting in the best interests of the company. If they go beyond this rule, it will be unlawful. In Punt v Symons & Co5 which held that directors should not be interfering with decisions made by shareholders. In the case above, the shareholders aim was ...

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