ADD AT END OF PARAGRAPH:  Directors: The Companies Act 2006 now provides a statutory code of duties for directors of companies that are subject to that statute, in place of the common law and equitable duties to which company directors have hitherto been subject: see s.170(3) of the Act. 

The result is that directors will no longer be subject to the duties discussed in this chapter, other than insofar as the 2006 Act so provides.  Cases regarding directors which were decided prior to the implementation of the 2006 Act are clearly still relevant in this chapter insofar as they state principles which are of application to fiduciaries generally.  Indeed, the 2006 Act provides that such cases are also relevant in interpreting the provisions of that Act: s.170(4).  However, caution must be exercised with cases decided after the 2006 Act came into force before dicta in those cases are treated as statements of principles which apply to fiduciaries generally. 

The civil consequences of directors acting in breach of the duties contained in the 2006 Act will remain the same as if the corresponding common law or equitable duties had been breached: s.178(1), Companies Act 2006.

NOTE 11.  Add: Paper Reclaim Ltd v Aotearoa International Ltd [2007] NZSC 26 at [33].

NOTE 13.  Add: Aequitas v AEFC [2001] NSWSC 14, (2001) 19 A.C.L.C. 1,006 at [343].

NOTE 14.  Add: Re Canadian Land Reclaiming & Colonizing Co (1880) 14 ChD 660, 670 & 673 (CA); Primlake Ltd (in liq) v Matthews Associates [2006] EWHC 1227 (Ch) at [284]; Shepherds Investments Ltd v Walters [2006] EWHC 836 (Ch) at [78].

ADD AFTER NOTE 15: nor generally shadow directors: Ultraframe (UK) Ltd v Fielding [2005] EWHC 1638 (Ch) at [1284], [1289], although see now s.170(5), Companies Act 2006.

NOTE 16.  Add: Nant-y-glo & Blaina Ironworks Co v Grave (1878) 12 ChD 738; Eden v Ridsdales Railway Lamp & Lighting Co Ltd (1889) 23 QBD 368.

NOTE 17.  Add: Glandon Pty Ltd v Strata Consolidated Pty Ltd (1993) 11 A.C.S.R. 543 at 547 (NSWCA).