Corporate directors' duty of care, skill and diligence under the new Zimbabwean Companies and Business Entities Act

Abstract

The new Zimbabwean Companies and Other Business Entities Act [Chapter 24:31] introduced far reaching changes to the corporate regulatory landscape in Zimbabwe. Significantly, COBE brought under the statutory purview, directors’ duties that were largely regulated under the common law. However, this statutory codification of duties previously regulated by common law has raised questions as to whether the legislature has altered the standard expected of company directors in the execution of their duties. This article sought to analyse the impact of legislative intervention on directors’ duty of care, skill and diligence as laid down under common law and developed through judicial interpretation. The article argued largely that the new law, by codifying a previous common law duty, modified the common law standard of care and skill expected of a company director’s conduct and in the process places a rather higher standard on directors as opposed to those required under common law.