Wrongful trading and the standard of skill and care for corporate directors
: Vol.1. a comparative study of corporate governance

  • Trevor Pryce-Brown

    Student thesis: Doctoral Thesis


    The advent of popular capitalism has initiated many debates surrounding the role of the corporations and their officers both in the UK and the international community. In particular, the relationship of the director with his shareholders, creditors, employees and the broader community have been subject to greater scrutiny. This has developed the concept of the "director corporation" and redefined their role and objective in relating to all the nexus groups within and without the corporation. The objective of each nexus group will invariably differ and even involve conflict with others in the same corporate entity. The role of the law in formulating new standards of directors' duties and creating general objectives for the corporation is to seek to balance all interests within the corporate nexus. Insolvency law in England and Wales has been harnessed to achieve some progress in raising standards of director behaviour. With its unique evolution English insolvency law is seen not just as an efficient means of liquidating company assets. It is also a basis for providing the commercial world with legal devices which 'punish' those in that community who fall short of the standard of care demanded by the ever broadening shareholder base. The position is clarified by Peter Totty, a partner in Alien & Overy who, commenting on the Insolvency Service stated: "Insolvency law... underpins all commercial law."' In the far reaching legislative reform programmes illustrated in the Companies Acts 1985, 1989 the Insolvency Acts 1986, 1994, The Company Directors Disqualification Act 1986 and the Royal Commission Report which led to the Acts2 the importance of policing directors and of developing their duties becomes increasingly apparent. The objective of this thesis is to analyse and explain the reasons for the particular development of section 214 IA 1986 and the broadening of its remit in the area of governance. In this respect I shall attempt to place in perspective its ability to act as a policing measure against the misconduct of directors in a society which is increasingly characterised by mass incorporation of business and the establishment of an entrepreneurial ethos.
    Date of Award1998
    Original languageEnglish

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