The Public Enforcement of Directors' Duties: A Normative Inquiry.

The general duties owed by directors to their companies are a critical element of company law overall, and corporate governance in particular. If these duties are breached, the board, acting on behalf of the company, is empowered to decide whether to take action against the miscreant directors. If no action is taken then shareholders are permitted to initiate private derivative actions against the directors on behalf of the company. This might be seen as the primary private enforcement mechanism used in the UK when directors commit breaches. But there have been relatively few actions commenced by shareholders, probably because of the many disincentives that exist for them. Given this state of affairs, this paper examines whether there is a need for the public enforcement of duties by some authority so that there is an enhancement of corporate governance in the UK. [ABSTRACT FROM AUTHOR]