Anglo-American Directors' Legal Duties and CSR: Prohibited, Permitted or Prescribed

The interaction between corporate social responsibility (CSR) obligations and directors’ legal duties is under examined. This article addresses that void by examining directors’ duties in case law and legislation across the major commonwealth countries and U.S.A. It provides an analysis of leading cases and examines how they deal with director’s duties, the doctrine of shareholder primacy, corporate legal theory and CSR. The article reviews fiduciary relations and duties and analyses the directors’ duties to exercise power in the best interests of the company as a whole and for proper purposes. The article concludes that CSR is well within the accepted range of directors’ duties and, in some instances, mandates.