I. INTRODUCTION

23.1 Since a company cannot act in person, directors are the officers who are usually entrusted with the running of its affairs. The subject-matter of this chapter is the law relating to (i) the liability of company directors and officers to the company and (ii) their liability to third parties.1 As we shall see,2 although directors are not yet considered members of a profession, recent developments in the common law suggest that they are set upon such a course, at least in terms of the test as to the duty of care and skill owed, if not the standard of care required of them.