The Court of Session (Inner House) has considered the scope of a non-executive director's fiduciary duties in Commonwealth Oil and Gas Co. Ltd. v Baxter [2009] CSIH 75. This is an important decision because there are few recent cases considering non-executive directors' duties. Their Lordships held that the non-executive director owed the same duties to the company as its executive directors. The decision will be of interest in England and other jurisdictions, not least because their Lordships discussed a broader conceptual question: are fiduciary duties proscriptive or prescriptive?
Friday 9 October 2009
UK: Scotland: fiduciary duties and the non-executive director
The Court of Session (Inner House) has considered the scope of a non-executive director's fiduciary duties in Commonwealth Oil and Gas Co. Ltd. v Baxter [2009] CSIH 75. This is an important decision because there are few recent cases considering non-executive directors' duties. Their Lordships held that the non-executive director owed the same duties to the company as its executive directors. The decision will be of interest in England and other jurisdictions, not least because their Lordships discussed a broader conceptual question: are fiduciary duties proscriptive or prescriptive?
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