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Misreading the Directors' Fiduciary Duty of Good Faith

Attenborough, D.

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The fiduciary duty of good faith, now set forth in section 172 of the Companies Act 2006, expressly positions shareholders at the centre of the company’s interests, and assigns the priority entitlement to shareholders relative to all other stakeholders. The provision constitutes an attempted codification of the common law duty to act in good faith in the corporate interest, which remains immensely important in interpreting and applying the modern good faith requirement. However, this article submits that a reductive shareholder-determined articulation of the pre-2006 corporate interest seems practically misconceived, if not indeed in some sense conceptually impossible as a managerial behaviour obligation, and represents a departure from the common law doctrinal origins that is problematic for contemporary English company law and policy. Instead, the article provides a more functional and nuanced understanding of the salient cases, which focus typically on the company as a body corporate, and the particular free floating commercial objects of that entity.


Attenborough, D. (2020). Misreading the Directors' Fiduciary Duty of Good Faith. Journal of Corporate Law Studies, 21(1), 73-98.

Journal Article Type Article
Acceptance Date Jun 10, 2019
Online Publication Date Aug 22, 2019
Publication Date 2020
Deposit Date Jun 10, 2019
Publicly Available Date Feb 22, 2021
Journal Journal of Corporate Law Studies
Print ISSN 1473-5970
Electronic ISSN 1757-8426
Publisher Taylor and Francis Group
Peer Reviewed Peer Reviewed
Volume 21
Issue 1
Pages 73-98


Accepted Journal Article (236 Kb)

Copyright Statement
This is an Accepted Manuscript of an article published by Taylor & Francis in Journal of Corporate Law Studies on 22 August 2019 available online:

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