Director's duties under the Companies Act 2014

Part 5 of the Companies Act 2014 (the “2014 Act”) codifies and sets out the law relating to directors’ duties. Whilst heralded as one of the major innovations of the 2014 Act,1 one must ask is this just a case of the Emperor’s new clothes? In short, the answer is no. It is undeniable that the changes to the law on directors’ duties have simplified the law in this area and made it more accessible to those to whom it applies.2 This article addresses the changes introduced by the 2014 Act to this area through an analysis of the newly codified fiduciary duties. It also provides an overview of other general duties imposed on directors by the 2014 Act, a review of the role of the compliance statement, and the consequences of a breach of duty. Finally, it concludes by illustrating that directors will face difficulty under the 2014 Act should they plead ignorance of their duties.