In a recent decision by the High Court of the United Kingdom, the court clarified the following:
(a) General duty of Directors to the Company
1. Directors have a direct relationship with the company alone;
2. As in the case of Prudential Assurance Co Ltd v Newman Industries Ltd (no2) [1982], only a company can sue for wrongs done to the company. Therefore, shareholders cannot sue for losses that are merely derivate or reflective;
3. As in the case of Peskin v Anderson [2001], directors owe fiduciary duties to the company as they are agents of the company.
(b) Circumstances in which a Director can owe fiduciary duties to shareholders
4. A Director may owe fiduciary duties to shareholders, depending on whether both have a special factual relationship, meaning one which must be more than usual, giving rise to a relationship of trust and confidence. This is likely to take place in smaller companies;
5. Another circumstance is where there are particular dealings or transactions taking place between the directors and shareholders.
As a result the High Court in the case of Sharp & others v Blank & others [2015] EWHC 3220 (Ch), after examining the above decided to struck out a number of claims filed by shareholders against the Directors for breach of fiduciary duties.
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