Corporate accountability and the search for wider public duties of care for company directors in Australia

Legal duties of directors, as expressed by the courts in corporate law cases
as well as in often similar legislative provisions, have been narrowly
focussed. In non-criminal settings, this has led Anglo-Australian courts to
interpret these duties in relatively narrow terms and see them as comprising
duties to the company or duties to the company’s body of shareholders as a
whole and not as duties to a wider group of stakeholders or the public. This
has not satisfied all corporate stakeholders affected by scandals or
misconduct by the company and its agents, leading to calls for directors and
other officers to have regard for a wider range of stakeholders and obligations
when making decisions. Focusing on one strand of the duties of directors, the
duty of care and diligence, this article argues that, in contrast to the situation
with legislation and judicial decisions, there is much more scope for widening
this duty through the development of more robust soft law.