To whom are directors'duties owed?

International audienceWhich wrongs are done to company? The most important wrongs done to the company are probably the breach of duty of care and the breach of fiduciary duty. According to common law principles, a director owes a duty of care and a fiduciary duty to the company of which he is a director.The duties are owed to the company as a whole and not to individual shareholders. The meaning of this idea is nevertheless flexible. It has been recognised that a duty owed to the company is in effect owed to the corporators as a general body including the long-term interests of present members and the interests of future members. Under exceptional circumtancies, the duties of directors can be owed to the shareholders as distinct to the company. The fact that the duties are owed to company as a whole does not exclude the duty to take accounts of the interests of outsiders where to do so is in the best interests of the company. We examine the fundamental similarities and differences between the corporate governance systems of some differents european countries