Directors' Duties: Principles and Application (Federation Press, 2014) by Dr Rosemary Teele Langford outlines key fiduciary and statutory duties of Australian company directors, with detailed reference to the position in the United Kingdom. It resolves complex contemporary issues concerning...

This innovative collection comprises a series of chapters by noted authors on important current issues in corporate law and governance in honour of Emeritus Professor Ian Ramsay AO - Australia's leading corporate law and governance scholar. Authors include former judges of the High Court of...

This article reports the results of an extensive survey of charity trustees in England and Wales in relation to governance duties and conflicts of interest. The results help discern trustees’ understanding of, and confidence with, their governance duties, their enthusiasm for practical...

Reactions to Rio Tinto Limited’s blasting activities in Western Australia’s Juukan Gorge in 2020 demonstrated the significance of social licence to operate (‘SLO’) for Australian companies, illustrating the dramatic reputational damage that can flow from lawful but controversial company...

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...

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...