A consideration of the mass resignation of directors and their duty to act in the best interests of the company: lessons for Zimbabwe

Abstract

This dissertation provides a compelling perspective on Zimbabwean company law, particularly corporate governance. It delves into the duties of company directors to act in the company's best interests when it comes to mass resignation and/or removal. Overall, the literature reviewed in this dissertation identifies the legal gap in the directors’ duties to act in the best interests of the company during mass resignation, the need to acknowledge the possibility of mass resignations, and ultimately, the need for policymakers to establish a regulatory framework for mass resignation and/or removal of directors in Zimbabwe. The dissertation starts with a historical exploration of the regulation of directors' duties in Zimbabwe before focusing on the current legislative framework under the Companies and Other Business Entities Act [Chapter 24:31] 4 of 2019, which partially codifies the directors' duties under consideration. Both the historical and contemporary analyses point to a legal gap in the regulation of directors' duties during mass resignations in Zimbabwe. The research reveals how jurisdictions such as Canada and India have dealt with the issue of mass resignation and/or removal of directors in order to better safeguard the company's and stakeholders' interests. The dissertation demonstrates how important it is to have a regulatory framework in place to safeguard companies’ interests and promote investor confidence among other things. The dissertation concludes with some recommendations for amending the current Companies and Other Business Entities Act [Chapter 24:31] 4 of 2019 to provide for the regulation of directors’ duties during mass resignations and/or removals of directors. It also provides conclusions and lessons that Zimbabwe can learn from the comparator jurisdictions.