The legal model of the company and the Company Law Review

Academic debate surrounding the scope, form and content of directors’ duties is perhaps one of the oldest issues in company law/corporate governance. It is also the issue that has proved most difficult to resolve. The recent work of the Company Law Review Steering Group has sought to move the debate forward by proposing a draft statement of directors’ duties and increasing the scope of the directors’ duties of disclosure. Here the draft statement is examined together with the Steering Group’s proposed rules relating to the Operating and Financial Review.