The general duties owed by directors to their companies area critical element of company law overall, and corporate governance inparticular. If these duties are breached, the board, acting on behalf ofthe company, is empowered to decide whether to take action againstthe miscreant directors. If no action is taken then shareholders arepermitted to initiate private derivative actions against the directorson behalf of the company. This might be seen as the primary privateenforcement mechanism used in the UK when directors commitbreaches. But there have been relatively few actions commenced byshareholders, probably because of the many disincentives that existfor them. Given this state of affairs, this paper examines whetherthere is a need for the public enforcement of duties by some authorityso that there is an enhancement of corporate governance in the UK.
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