Reforming the Duties of Directors Under the Kenyan Company Law: a Critique

Abstract

Company law plays a critical role in promoting commerce, industry, and other socioeconomic activities in a country. Apart from being a key driver for attracting investments in a country, it also provides a mechanism for prudent internal regulation of business. This article examines whether the framework for regulating the duties of directors under the Kenyan company law is adequate to protect the interests of investors and promote enterprise. The article examines how the interests of investors are protected by the codification of fiduciary duties as well as the duties of skill and care, enforcement of directors’ liability, and the disqualification regime for directors. It also makes suggestions for reform which, if adopted, would make the regulatory framework for directors more efficient.