This is a COMPANY LAW AND CAPITALISM (LLB) problem question; the Essay

This is a COMPANY LAW AND CAPITALISM (LLB) problem question; the question is on the assignment criteria field of this application form below - Essay Example and Boris are the executive Directors of the Company, but from the perspective of ownership of shares, it may be noted that Clarke Bros has a greater ownership stake, since they own 5% of the shares while Boris and Amber own 2% each. Berle and Means point out that with the growing size of corporations, ownership and management have been separated1 however companies are now so dominated by directors that their shareholders may be denied an effective say in the decisions of the Company. Justice Plowman in the case of Parke v Daily News Ltd2 held that the primary duty of the directors of a corporation is to their shareholders, superseding their duty to their employees. In the execution of his duties, it is inevitable that a Director will face a conflict of interests, but he is required to be self regulated by a strong code of ethics in his dealings. The Executive Director is the principal agent of the Company but under the law, has been held to be subject to the same standards of loyalty and good faith in his duties as that expected from trustees3 and therefore has a fiduciary duty to the shareholders4. However, the functions of directors originated as a flexible concept in the courts in the nineteenth and twentieth centuries. For example in the case of directors in Turquand v Marshall, the Court held that it â€Å"could not interfere with the discretion exercised by them†.5 In the case of Re Dunham and Co, the Court found that the director has been guilty of â€Å"considerable negligence† yet held that he had not breached his duty of diligence and care.6 However the duty of skill of a Director was best laid out by Romer J in the Re City Equitable Fire Insurance Co Ltd7 where he stated that while a Director was expected to exercise a certain level of skill and diligence that an ordinary reasonable man would apply under the circumstances, this did not mean that he was required to demonstrate a level of skill that was not commensurate with his experience. Moreover, a