Abstract
Much work on holding corporations to account has focused on the nature of the role of directors and their duty to act in the best interests of the corporation. In particular, critiques of the best interests of the corporation as being purely attached to profit or shareholder-value maximisation have called for a broader understanding of the interest of the corporation to include social purpose and the interests of stakeholders. Such calls often propose to adjust the ends to which corporations are put whilst sustaining the underlying form of the corporation and do not interrogate the nature of the director as an office itself. This chapter seeks to provide an account of the exercise of corporate office by directors, raising questions about whether the concerns around corporate irresponsibility are tied more fundamentally to the institutional form that the corporation encompasses—including its governance by officers. First, the chapter traces the genealogy of modern directors’ duties to the oaths of office sworn by officeholders of the imperial trading companies and the later association of the director as a form of office in the seminal case of Charitable Corporation v Sutton. Second, it situates contemporary debates over the ‘purpose’ fo the corporation in relation to a ‘jurisdictional account’ of the board of directors. Finally, it turns from a consideration of the ‘duties’ of corporate office to a thicker notion of obligation within whicih corporations are always-already situated.