This chapter will consider recent developments in the law affecting the corporate governance of companies through the prism of three specific statutes:

• The provisions in the UK Companies Act 2006 affecting the obligations of directors; the provisions enabling derivative actions; with a brief comment on the Act itself.

• The Corporate Manslaughter and Corporate Homicide Act 2007, which improves the legal delineation of the corporate entity’s responsibilities.

• The Bribery Act 2010 – which is the most far-reaching piece of legislation for many years and, this chapter contends, will have a profound cultural impact on corporate governance in the UK.

Introduction

Taking the pieces of legislation listed above collectively, the conclusion of this chapter is that recent legislative developments have begun to form a legislative framework for some areas of corporate governance which reflects more accurately the real world than conventional or traditionalist descriptions of governance used in the UK Corporate Governance Code.

In the order in which they are dealt with in the text, these Acts affect behavioural governance (directors’ obligations – CA 2006); the behavioural governance of a company as a legal person, further distinguished from shareholders and management (Corporate Manslaughter and Corporate Homicide Act 2007); and the control of risk – again a behavioural issue (Bribery Act 2010). The behaviour of the company in the marketplace, which is affected by legal constraints and is matter of systemic governance (through the Financial Services and Markets Act 2000) will be looked at briefly below – but more closely in Chapter 9.