The recent decision of the United Kingdom Supreme Court in Eclairs Group Limited v JKX Oil & Gas plc highlights the pressures faced by company directors in change of control situations, in which they may be tempted to take action to prevent or discourage such change. The Supreme Court decision...

Directors and other officers of a company are subject to a general law duty to avoid placing themselves in a position where their personal interest conflicts with their duty to the company unless they obtain the informed consent of the company. Directors, but not other officers, are also subject...

An important issue is whether s 191 of the Australian Corporations Act 2001 (Cth) – which requires directors to disclose material personal interests – includes conflicting duties. In other words, where a director faces a conflict between duties to different entities or persons (rather than a...

When are shareholders empowered to remove directors from office? This is an important governance issue and is related to the balance of power between shareholders and directors. In the case of a public company, s 203D(1) of the Australian Corporations Act 2001 (Cth) provides that shareholders...

It is well established in a number of Commonwealth jurisdictions that company directors are subject to a duty to consider the interests of creditors as the company nears insolvency. The precise contours of this duty are, however, indeterminate. Particular questions surround when the duty arises...

The issue of how to regulate conflicts of interest in the company law context has always been challenging. Applying traditional fiduciary standards to modern commercial relationships can be conceptually difficult. This can be seen by the fact that divergent approaches to the application of the...

Creditors—particularly unsecured creditors—are vulnerable when a company becomes insolvent. A number of mechanisms have evolved to protect unsecured creditors, one of which is the duty of directors to consider (or act in) the interests of creditors when the company approaches insolvency, now...

To what extent do companies insert provisions in their constitutions that modify the duties imposed on company directors? This question is of particular significance in relation to conflicts of interest. In this research note, the authors endeavour to answer this question by examining the...