I would take this opportunity to thank my research supervisor, family and friends for their support and guidance without which this research would not have been possible.
DECLARATION
I, [type your full first names and surname here], declare that the contents of this dissertation/thesis represent my own unaided work, and that the dissertation/thesis has not previously been submitted for academic examination towards any qualification. Furthermore, it represents my own opinions and not necessarily those of the University.
Signed __________________ Date _________________
ABSTRACT
The director's duty to avoid conflict of interest is one of the most important tasks under the Companies Act 2006 of UK. It has been seen in this topic that the directors have got huge responsibilities and duties to perform under the UK Company Law. They cannot afford to refrain themselves from these tasks because it would create a negative environment in the organisation. If the directors will not take care of the responsibilities and tasks, then there is a chance that they will develop a bias attitude towards their employees and stakeholders. The directors will get selfish and would only look to have personal gains. This is the reason why the role of directors have been completely analysed in this topic and the importance it carries for the whole organisation. It has been seen that whether Companies Act 2006 has been able to make directors perform their duties and responsibilities in an effective way. Before the implementation of Companies Act 2006, the application of the role of directors was a bit difficult and previous case laws were not even dealt in an appropriate way. The enforcement of Companies Act 2006 has made a huge difference in this regard. Therefore, the importance of the role of directors in avoiding conflict of interest has been completely discussed and the way Companies Act 2006 has made it easier for the companies to implement Company Law in their overall working environment.
TABLE OF CONTENTS
ACKNOWLEDGEMENTII
DECLARATIONIII
ABSTRACTIV
INTRODUCTION1
Overview of the study1
Problem Statement2
Research Aims and Objectives2
Rationale/ Nature of the study2
CHAPTER 1: BACKGROUND4
The role of directors in a company4
The emergence of the duty5
The rationale behind the duty, (duty of loyalty)5
What is the interest at stake?6
Considering if the duty did not exist at all what may happen7
Awareness of the need for the duty8
Conclusion on where the current law is at8
CHAPTER 2: DUTY TO AVOID SUCCESS IN ACTION10
Duty to avoid success in action10
Conflict of duty under 200613
Exceptions to the duty14
The final requirement for the directors within the UK Companies Act 200618
CHAPTER 3: PROBLEMS WITH THE DUTY21
Case Law Commentary on verdicts21
Section 172 Duty to promote the success of the company22