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.
The opinions expressed in this site are of the author(s) only and do not necessarily represent the opinions of Blackadders LLP.
Blackadders takes all reasonable steps to ensure that the content of this site is accurate and up to date. The site is not, however, intended as a substitute for seeking legal or other professional advice but rather as an informative guide to the services provided by Blackadders and topical legal developments. Site visitors should always seek advice tailored to their specific situation. Consequently, Blackadders accepts no responsibility for any loss or damage suffered by anyone acting or failing to act on the basis of information contained on this site. Downloading of material contained on this site is at the user’s own risk and all necessary virus checks must first be carried out by the user. Blackadders is not responsible for the material found on any web sites linked to this one and links to this site may only be made with Blackadders prior consent.
Blackadders owns the copyright in this blog and all material contained on it. The material on this site may be downloaded for personal use only and must not be altered. Otherwise, Blackadders’ written consent is required before any material on this site is reproduced, copied or transmitted in any way.
Information passed to us via this site is kept confidential and will not be disclosed to third parties except if authorised by you or required by law.
© Blackadders LLP 2020
Members of the Law Society of Scotland.
Blackadders Solicitors is a trading name of Blackadders LLP, a limited liability partnership, registered in Scotland No SO301600 whose registered office is 30 & 34 Reform Street, Dundee, DD1 1RJ. Reference to a ‘partner’ is to a member of Blackadders LLP.