Madoff Securities International Ltd (in liquidation) v Raven and others [2013] EWHC 3147 (Comm), [2013] All ER (D) 216 (Oct)
It was settled law that a director owed a fiduciary duty to a company to act in what he considered to be the interests of the company. The test was a subjective one. The directors of a company were in a similar position in respect of the company’s property as trustees. The predominant interests to which the directors of a solvent company had to have regard were the interests of the shareholders as a whole, present and future. A trustee who knowingly permitted a co-trustee to commit a breach of trust was also in breach of trust. Where a director failed to address his mind to the question of whether a transaction was in the interests of a company, he was not thereby, and without more, liable for the consequences of the transaction. The court would ask whether an honest and intelligent man in the position of a director of the company concerned could, in the whole of the existing circumstances, have reasonably believed that the transaction
