There has been contention recently as to the distinction between the equitable duty of care and the fiduciary duties to act bona fide in the interests of the company and for proper purposes. In particular, it is sometimes asserted that positive aspects of the latter duties are more appropriately...

In Australia a mode of liability that has been known as ‘stepping stones' has attracted extensive debate and criticism, partly due to the corporate regulator's propensity to employ it in actions against directors. Stepping stones liability has traditionally consisted of two elements – a...

Some Australian cases concerning company directors have required pursuit of a conflict (rather than real sensible possibility of conflict) in order to found breach of the duty to avoid conflicts. It has been shown elsewhere that real sensible possibility of conflict is more suitable as a...

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...

The debate surrounding the interaction between directors' duties and stakeholder interests has traditionally centred around the duty to act in good faith in the interests of the company. However, stakeholder interests are becoming increasingly relevant in relation to the duty of care. This was...

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...

This article is reprinted from the introduction to Associate Professor Rosemary Teele Langford's 'Company Directors' Duties and Conflicts of Interest' which was published by Oxford University Press on 5 March 2019. The book provides detailed analysis of directors' duties arising under UK case...

This article specifically addresses the theme of revitalisation of Australian law in the facilitation of purpose-based companies. It is the second of two articles on purpose-based governance in the charitable and for-profit spheres. Building on the first article, this article critically analyses...

The permissibility of corporations pursuing purposes other than profit has been the subject of debate for a number of years. This debate has intensified recently with proposals to allow or mandate the adoption of purposes by corporations. At the same time, purpose is central to governance in the...