Essay Question:
‘I take it therefore to be established law, binding on me, that although a director of a
company can owe fiduciary duties to the company’s shareholders, he does not do so
by the mere fact of being a director, but only where there is on the facts of the particular
case a “special relationship” between the director and the shareholders. It seems to me
to follow that this special relationship must be something over and above the usual
relationship that any director of a company has with its shareholders.’
per Nugee, J. in Sharp v Blank [2015] EWHC 3220 (Ch), para 12
To what extent do directors owe fiduciary duties to shareholders? Critically evaluate
whether the codification of directors’ duties has clarified the legal position for directors
in respect of the duties they owe to both the company and to shareholders directly.