What is the Scope of Directors’ Fiduciary Duty?

Abstract

The subject of this dissertation focuses on the interplay between law and equity by assessing the scope of directors’ fiduciary duty. The breadth of the fiduciary responsibilities of a director whose position is based on a contract is largely, but not entirely, determined by the contract. Fiduciary obligation is lowered by qualifying contractual provisions that are implemented nearly strictly rationally, using the contractual doctrine of interpretation and implication. However, it is adjusted in line with fiduciary principles, representing a type of fiduciary doctrine of authorisation. This research explores and analyses directors’ fiduciary obligations in the United Kingdom, where the heightened responsibilities are contingent on the fiduciary’s contractual position and can be discharged by informed consent. However, a contract is not conclusive because the parties’ actions and commitments can both add to and detract from the extent of heightened fiduciary responsibilities. The paper describes how such processes operate via a critical examination of relevant legislation, case law and legal doctrines on the research subject.