"Directors' duties" imposed below board level

Recently, the High Court of Australia considered the scope of the term “officer” in a case concerning the breach of a statutory duty under the Corporations Act 2001 (Cth). The equivalent duties prescribed by the New Zealand Companies Act 1993 are owed by an ostensibly narrower class. In considering how New Zealand law would apply to the same facts, this essay discusses the extent to which directors’ duties are, or should be owed by those below directorship level. It concludes that an expansive interpretation of the “director” definition is unnecessary and undesirable, and that explicitly extending directors’ duties to encompass certain senior managers would merely create uncertainties for courts and corporate leaders.