Of Resigning Directors: Lessons In Reform

Abstract

Lengthy law and policy reform initiatives and consultation exercises preceded the UK's move to place the duties of directors on a statutory footing. This initiative has recently been subjected to detailed analysis by reform agencies in both Hong Kong and Singapore. This culminated in the adoption of the considered position to await the outcome of the UK's experience in terms of whether the key objectives of achieving accessibility, predictability and simplicity via a statutory restatement of directors duties were achievable. This article examines whether the perceived benefits of the restatement found in Part 10 of the UK Companies Act 2006, s 170(4) of which expressly preserves the pre-existing case law as an interpretative tool for the courts, maintains the necessary flexibility for the law to continue confronting and resolving the multifarious circumstances arising where a director resigns his office prior to embarking on an enterprise which might place him in breach of the no-conflict duty.