A Historical Research On Directors' Fiduciary Duties Of England Companies Act

Directors are in an important position in the company,and their various behaviors will have an impact on the development of the company,especially the directors of the listed joint-stock companies,any of his actions will cause the company's share strengthen or weaken in the stock market.The fiduciary duties of director is bundling with his position,a director should undertake the fiduciary duties whether is he in the position of the director.The Companies Act 2006 that belonged to the England give a special chapter under the part dealing with the Directors'Duty,it is included general duties of the director and fiduciary duties which included duty of loyalty and duty of care.The formation of things has its historical development process,and the main contents of this article can be divided into the following four major parts:The first part of this article is mainly based on the formulation of the law of nineteenth Century to investigate the fiduciary duties of the directors.In nineteenth Century,nearly 30 enactment laws were enacted in England,among these Acts,the Joint-Stock Companies Act 1844 became the watershed of the England companies acts and marked the modernization of the England company acts.In this Act there are only 3 of the contents of the bill stipulate the obligations of the directors.After this Act,the Companies Act 1856 introduced the concept of the company's articles of association and the memorandum,which is one of the important documents for the directors to undertake their obligations.The Companies Act 1862 made the provisions on the law of making the directors violating the obligations of trust according to the Faure Che Voet case.Subsequently,the Directors'Liability Act 1890 was inspected.There are only 5 provisions in the Act,mainly for directors'Liability for untrue statements of prospectus.The second part mainly sums up the fiduciary duties of the directors from the perspective of case law and distinguish from the current company law.The fiduciary duties in current company law is divided duty of loyalty and duty of care.The very important part in 19~thh century,a duty to use the powers given to them by the company's constitution for the purposes for which the powers were intended and not for some other purpose has been integrated into the duty of care.The part of the article with the help of case law introduced the three part of directors'fiduciary duties.The third part of this article mainly inspects the scope of the directors'fiduciary duties to the company and the outside of the company.It is generally believed that the director is responsible for the company and is only responsible for the company.Therefore,from the point of view of director's fiduciary duty,this chapter examines the scope of directors'responsibility for the company's fiduciary duties and expands the scope of directors'commitment to the company's external obligations.The fourth part is conclude the whole article.