Title:
A Comparative Analysis of Directors' Fiduciary Duties in Ghanaian and UK Company Law

Authors:
Samuel Osei-Attakora, Ghana

Abstract:

This paper examines the fiduciary duties of company directors in Ghana and the United Kingdom, two jurisdictions bound together by a shared equitable inheritance yet separated by strikingly different reform histories. Ghana codified directors' duties as early as 1963, on the recommendation of Professor L. C. B. Gower, more than four decades before the United Kingdom attempted the same exercise in the Companies Act 2006. The study pursues three questions: whether the content and structure of the duties in the two systems converge; how the jurisdictions differ in their standard of care, stakeholder orientation and enforcement machinery; and what each system might usefully borrow from the other. A doctrinal research approach is adopted, supplemented by the functional method of comparative law and, where the analysis reaches enforcement, by publicly reported regulatory and enforcement evidence. The primary materials are the Companies Act, 2019 (Act 992) of Ghana, the Companies Act 2006 of the United Kingdom, and the case law of both jurisdictions, read alongside leading scholarly commentary and the recent debate on corporate purpose, stakeholder governance and legal transplants. The main findings of the study demonstrate that (i) the substantive core of the duties, loyalty, good faith, proper purpose and the avoidance of conflicts, is remarkably convergent, reflecting a common equitable root; (ii) the jurisdictions diverge in the architecture of the duty of care and in stakeholder framing, with section 172 of the UK Act mandating regard to non-shareholder interests while the Ghanaian formulation remains company-centred and largely permissive; and (iii) the sharpest divergence lies not in the substance of the duties but in the channel and visibility of their enforcement, the United Kingdom relying on a mix of private litigation and a high-volume, publicly reported disqualification regime while Ghana enforces substantially through sectoral regulation and the criminal law, which generate little reported company-law precedent. Drawing on regulatory and enforcement data as well as the case law, the study cautions against treating the scarcity of reported Ghanaian decisions as straightforward proof of weaker enforcement, and offers reform recommendations for both systems.

DOI: https://doi.org/10.51505/IJEBMR.2026.10807