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Company Directors' Duties and Conflicts of Interest

Company Directors' Duties and Conflicts of Interest

Author: Rosemary Langford
Publisher: Oxford University Press
ISBN: 9780198813668
Published In: February 2019
Format: Hardback
Jurisdiction: U.K. ? Disclaimer:
Countri(es) stated herein are used as reference only

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Description
Contents

Details

This book contains the most detailed multi-jurisdictional analysis of directors' conflicts available drawing together relevant case law, codes and statutory regulation from the law applying to directors of companies incorporated under the UK Companies Acts, with extensive reference to the law in Australia, Canada, Hong Kong and New Zealand.

The book provides comprehensive analysis of the conflicts faced by directors and includes the important areas of conflicts of interest, conflicts of duties, unauthorised profits, corporate opportunities, multiple directorships, nominee directorships, and conflicts involving stakeholders' interests. Difficult aspects of these topics are analysed with reference to the laws of a range of common law jurisdictions. The extensive multi-jurisdictional analysis allows solutions to be presented in relation to difficult legal issues and enables clarification of the legal approach.

In addition to detailed coverage and analysis of general law duties, the specific statutory duties are outlined and analysed including those concerning related party transactions. The UK Corporate Governance Code, and Guidance on Board Effectiveness, issued by the FRC in July 2018 are covered extensively. The book provides detail on fiduciary theory, the reach of the term 'director', consequences of a breach, remedies, authorisation and the role of disclosure. It also contains a detailed table of key cases concerning corporate opportunities which includes the pertinent facts, whether there was a breach of directors' duties, and a summary of the important factors in the decision made. The cases are featured in order from instances representing clear breach to those in which no breach was found.

The book is significant in its thorough coverage of general law and statutory duties relating to conflicts, and its clarification of the scope and application of currently complex and uncertain duties. It provides clear guidance to academics, practitioners, directors and regulators in each of the jurisdictions on the regulation of conflicts of interest and the implementation of good regulatory practice. This is a key reference work on this important and dynamic area of company law which provides careful analysis of the law set in a practical context.

1: Introduction
2: Theory and Rationale
3: Definitions and Interaction between Duties
4: Conflicts of Interest
5: Conflicts of Duties
6: Multiple Directorships (including Competing Directorships)
7: Disclosure and Declaration of Interests
8: Corporate Opportunities
9: Related Party Regimes and other Specific Statutory Regimes
10: The Role of Other Duties
11: Authorisation
12: Consequences of Breach
13: Conclusion