Section 169 — Companies Act 1993: Personal actions by shareholders against directors

169 Personal actions by shareholders against directors (1) A shareholder or former shareholder may bring an action against a director for breach of a duty owed to him or her as a shareholder. (2) An action may not be brought under subsection (1) of this section to recover any loss in the form of a reduction in the value of shares in the company or a failure of the shares to increase in value by reason only of a loss suffered, or a gain forgone, by the company. (3) Without limiting subsection (1) of this section, the duties of directors set out in— (a) Section 90 of this Act (which relates to the duty to supervise the share register); and (b) Section 140 of this Act (which relates to the duty to disclose interests); and (c) Section 148 of this Act (which relates to the duty to disclose share dealings)— are duties owed to shareholders, while the duties of directors set out in— (d) Section 131 of this Act (which relates to the duty of directors to act in good faith and in the best interests of the company); and (e) Section 133 of this Act (which relates to the duty to exercise powers for a proper purpose); and (f) Section 135 of this Act (which relates to reckless trading); and (g) Section 136 of this Act (which relates to the duty not to agree to a company incurring certain obligations); and (h) Section 137 of this Act (which relates to a director's duty of care); and (i) Section 145 of this Act (which relates to the use of company information)— are duties owed to the company and not to shareholders.