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1 results

  • 3 - Directors’ Duties

  • Ernest Lim, National University of Singapore
  • Book:
    Social Enterprises in Asia
    Published online:
    12 March 2023
    Print publication:
    30 March 2023, pp 79-100

  • Summary

    The central argument in this chapter is that the duties to which directors owe the company, specifically the duty to act in good faith in the best interests of the company and the duty to exercise powers for proper purposes, should be aligned with the purpose of social enterprises. In other words, the meaning of company’s interests in the best interest duty and that of proper purpose in the proper purpose rule ought to be equated with the proposed corporate purpose advanced in Chapter 1. To make this argument, I show that the laws governing these two directors’ duties in the four common law Asian jurisdictions and those of UK CICs and US PBCs and SPCs are not aligned with the purpose of social enterprises and I demonstrate why it is important to have this alignment. I also explain how the proper purpose rule can be aligned with my proposed purpose of social enterprise.