In what circumstances might a director be held personally liable for breach (of the general duties, in contract, or in tort)?

Actions against directors can come from various sources, including:

1. •

   the company—a director’s statutory duties are owed to the company pursuant to the Companies Act 2006 (CA 2006), s 170(1). The company (acting via its board of directors) is therefore the proper claimant in any such action for breach of a director’s statutory duties, as it has been historically in respect of a director’s fiduciary duties

2. •

   the company’s shareholders—the interests of a company are typically aligned with those of its membership. If a shareholder wishes for action to be taken in respect of a director’s breach, perhaps in circumstances where the other directors have indicated a reluctance to commence a claim on behalf of the company against one of their fellow directors, the shareholder can pursue a derivative action.

3. •

   the company’s creditors—when a company is insolvent, or close to insolvency, it becomes incumbent on a director to consider the company’s interests as being