The Origins of Company Directors’ Statutory Duty of Care

Abstract

The authors investigate the origins of company directors’ statutory duty of care. The findings of their archival research include that, contrary to what is said in some court judgments and corporate law commentaries, the first statutory duty of care in Australia, and arguably the common law world, was introduced in the Companies Act 1896 (Vic). A later version of the duty, in the Companies Act 1958 (Vic) (‘1958 Act’), introduced public enforcement of the duty. Although the implications of this development may not have been appreciated by those participating in the debates regarding the introduction of the 1958 Act, the authors show, through discussion of recent cases involving the statutory ..