1.9 Director's Duties towards the Company, Individual Shareholders and Other Stakeholders

The duties' addressee — the exam's precise question: the duties run to the company (the person of Salomon — the corporate whole), not to the individual shareholders — the classic: Percival vs. Wright [1902] 2 Ch. 421 (the directors' purchase of shares from shareholders without disclosing the pending takeover-talks: no liability — the directors' duty owed to the company alone; the shareholders' own eyes-and-own-deal world); the shareholders' protection's route is indirect (the company's action — the derivative suit of Unit 4.7 — or the statute's direct protections (the oppression remedy, the disclosure rights)). The stakeholders' debate (1.14's Dodge-vs-Ford argument): the enlightened-shareholder-value's current compromise (the company's success with the stakeholders' regard — the CSR unit's theory).