The UK's Companies Act 2006 has involved a major overhaul, codification, and consolidation of the common law rules and principles relating to the duties of company directors. At the same time, the Act introduces new concepts, such as conflict of interest, which came into force in October 2008. This book provides a fresh examination of this topic in light of the codification of those duties, explaining the role of directors within the corporate governance process. This is coupled with authoritative guidance and detailed analysis on: the consequences of breach of duties * relief that can be ordered * potential defenses * how the new statutory derivative proceedings apply to directors' breach of duties. While no UK case law exists on this new area of law, the author -- who is the Commonwealth Editor of Gore-Browne on Companies -- has uniquely turned to case law from the Commonwealth and the US, where similar laws have existed for some time, for an indication of how the law is likely to be interpreted in the UK. Directors' Duties provides much needed guidance on this area of key concern for company directors and lawyers. Contents include: Directors: Background and Role * Directors in the Corporate Governance Process * Codification of Duties * Duty to Act with Powers * Duty to Promote the Success of the Company * Duty to Exercise Independent Judgment * Duty of Care, Skill and Diligence * Duty to Avoid Conflicts * Duty Not to Accept Benefits * Duty to Declare Interests * Duty to Consider the Interests of Creditors * Derivative Proceedings * Consequences of Breach (Including Relief) * Ratification of Breaches of Duty * Judicial Excusing of Breaches.