16th March 2017

Bruce Wayne: The hero Gotham wants but not the director Wayne Enterprises Ltd needs?

In the film “The Dark Knight Rises” we return to Gotham to witness a dejected and disheartened Bruce Wayne with Wayne Enterprises Ltd on the verge of collapse. So where did it all go wrong for the premier corporation in Gotham?

The root of the problem is that many directors, particularly sole directors, often believe that they “own” the company and that as such the company’s assets, whether it be cash or bat mobiles, are theirs to do with as they wish. Lucius Fox, employee of Wayne Enterprises Ltd and Batman’s chief gadget maker, certainly seems to share this misunderstanding of the law when he informs Bruce Wayne that “the way I see it, all this stuff is yours anyway”.

However, directors as individuals and the limited companies they manage are distinct legal entities, they are not one and the same. Bruce Wayne is under a duty to exercise his powers as a director in the manner which is in Wayne Enterprises Ltd.’s best interests and not to use company assets for his own personal benefit. Should Bruce Wayne fail to do this and were Wayne Enterprises Ltd to collapse and enter into liquidation, the liquidator may be entitled to recover the assets misappropriated by Bruce Wayne on behalf of the company and the caped crusader would be saying farewell to his bat cave of expensive gadgets.

Bruce Wayne is not the only one at fault in this scenario. In the previous film “The Dark Knight” when Wayne Enterprises lawyer discovers that “Bruce Wayne has the entire R&D department burning through cash” for purposes which are not for the benefit of Wayne Enterprises, rather than reporting the matter to the company’s other directors or shareholders, he attempts to use the situation for his own personal gain. Had the other directors or majority shareholders been informed of the actions of Bruce Wayne it is possible that they could either have used internal company processes to remove him as a director or alternatively raised a court action to have him disqualified as a director.

Unfortunately, this scenario is not uncommon in either the superhero world (Iron Man and the Green Arrow being fellow culprits) or our own. If shareholders or fellow directors believe that a director within their company is misappropriating assets it is vital that they take legal advice as soon as possible.

Alastair Johnston
Solicitor – Dispute Resolution 

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