Corporate joint ventures—directors' duties and shadow directors
Corporate joint ventures—directors' duties and shadow directors

The following Corporate guidance note provides comprehensive and up to date legal information covering:

  • Corporate joint ventures—directors' duties and shadow directors
  • Directors' duties
  • The duty to promote the success of the company
  • The duty to exercise independent judgment
  • The duty to avoid conflicts of interest
  • The duty to declare interests in any proposed transactions or arrangements
  • The duty of confidentiality
  • Other duties
  • Duties owed in an insolvency situation
  • Shadow directors

This Practice Note assumes the following:

  1. the corporate vehicle for the joint venture is a private limited liability company

  2. none of the shareholders of the joint venture company are listed companies, and

  3. the directors of the joint venture company are natural persons

Directors' duties

Directors owe various duties to the companies of which they are directors and to other persons. Historically, some of the key duties were fiduciary in nature. The main directors’ duties developed by the courts are now set out in statute in sections 171–177 of the Companies Act 2006 (CA 2006). For an overview of the nature and extent of these statutory duties (general duties), see Practice Notes: Directors' duties—nature, scope, interpretation and application and Directors' duties—a quick guide.

While the duties owed by a director of a joint venture company (JVC) to that JVC will not differ to the duties owed by a director of a non-JVC company to that company, some of the duties are of particular relevance to, or have a particular application to, the directors of a JVC, including:

  1. the duty to promote the success of the company for the benefit of the members as a whole

  2. the duty to exercise independent judgement

  3. the duty to avoid conflicts of interest

  4. the duty to declare interests in any proposed transactions or arrangements, and

  5. the