Peskin v Anderson [2000] EWCA Civ 326 is a UK company law case concerning directors' duties

Directors' duties

Directors' duties are a series of statutory, common law and equitable obligations owed primarily by members of the board of directors to the corporation that employs them. It is a central part of corporate law and corporate governance...

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Facts

Former members of the Royal Automobile Club Ltd sued the directors for failing to disclose that they had plans to demutualise. They could have got £35,000 but had given up their membership. They claimed that the directors had breached a duty owed to them as shareholders to inform them of the upcoming demutualisation plan.

Judgment

Mummery LJ held that there was no breach of duty. General duties are always owed to the company, and specific duties owed to shareholders can only be generated through voluntary assumptions of responsibilities, in relationship to specific transactions. There was no such assumption of responsibility here.