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Director's Duties (S172 promote the success of the company The most…
Director's Duties
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Reasons of CA06
Case law unclear, inaccessiable, difficult to understand
based on the old equitable principles of law relating to trustee duties,developed mainly from the law of negligence
Difficult for directors to identify,out-dated
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S174 exercise reasonable care, skill and diligence Lord Hoffman: Norman case and Re D'Jan of London
Twofold test: the duty of care owed by the director is the same as the care that would be taken by a reasonably diligent person Re Barings Bank plc
the objective test:knowledge,skill and experience a reasonably diligent person expecting
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an objective minimum standard of care,raised on a subjective basis
the standard of care is subjective Re City Equitable Fire Insurance Co Ltd but not terribly rigorous: Re Cardiff Savings Bank
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S173 exercise independent judgment not to fetter their discretion Re Englefield restrict discretion if in the best interest Fulham Football Club Ltd
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