Director Duties - Statutory Overview

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Questions and Answers

What does the duty to promote the success of the company specifically refer to?

  • Duty to intentionally increase market share.
  • Duty to avoid any financial losses.
  • Duty to act in the best interest of the stakeholders.
  • Duty to consider long-term consequences of decisions. (correct)

Which of the following best describes the duty to exercise independent judgment?

  • The obligation to follow the majority vote of other directors.
  • The condition to always consult legal advice before making a decision.
  • The requirement to avoid being influenced by outside pressures. (correct)
  • The expectation to support the CEO's decisions unconditionally.

In the context of duty of loyalty, what does section 176 prohibit directors from doing?

  • Having any personal interests in company transactions. (correct)
  • Making recommendations to the shareholders.
  • Holding shares in competing companies.
  • Accepting any gifts during board meetings.

The no-conflict principle established in Bray v Ford is fundamentally concerned with which issue?

<p>The prohibition of directors making profits from their positions. (D)</p> Signup and view all the answers

What is the primary meaning of the duty of care under company law?

<p>Duty to act with reasonable care and diligence in decision-making. (B)</p> Signup and view all the answers

Which section specifically requires directors to declare their interest in proposed transactions?

<p>s177 (C)</p> Signup and view all the answers

Which of the following duties focuses on ensuring directors act strictly within their authority?

<p>Duty to act within power. (A)</p> Signup and view all the answers

What must a director do if a conflict of interest is identified?

<p>Disclose and seek authorization from the board. (B)</p> Signup and view all the answers

Under s175, what action can potentially constitute a breach for a director?

<p>Pursuing a personal opportunity without informing the company. (A)</p> Signup and view all the answers

What is the significance of the rule under s176 concerning directors accepting benefits from third parties?

<p>Directors are prohibited from accepting any benefit that could lead to a conflict of interest. (C)</p> Signup and view all the answers

What does s174 require from directors in terms of their duties?

<p>They must exercise a level of diligence considered normal for any individual. (B)</p> Signup and view all the answers

What type of opportunities must directors prioritize according to their duties?

<p>Opportunities that could reasonably benefit the company. (A)</p> Signup and view all the answers

Which of the following best describes a situation where a director has not breached the duty under s175?

<p>A director sharing a great investment opportunity with the board, which is ultimately rejected. (B)</p> Signup and view all the answers

What is a potential consequence for directors who fail to act on viable business opportunities?

<p>They may demonstrate negligence and breach their duty of care. (D)</p> Signup and view all the answers

How does the rule under s176 differ from s175 regarding director benefits?

<p>s176 makes no provisions for authorization of benefits. (A)</p> Signup and view all the answers

What is required of a director under s177 when they are interested in a proposed transaction?

<p>They must declare the nature and extent of their interest to other directors. (C)</p> Signup and view all the answers

Under what circumstance does a director not need to declare an interest according to s177?

<p>If they are unaware of the interest. (D)</p> Signup and view all the answers

Which scenario illustrates a breach of the duty to avoid conflicts of interest?

<p>A director votes on a contract involving a company they own. (D)</p> Signup and view all the answers

What is the primary duty imposed by s175?

<p>To avoid situations where interests conflict with the company’s interests. (D)</p> Signup and view all the answers

Which of the following is true regarding s176's prohibition on accepting benefits?

<p>Directors cannot accept benefits from third parties under any circumstance. (C)</p> Signup and view all the answers

In the context of self-dealing transactions, what is required from directors under CA 2006?

<p>Only a requirement to disclose the transaction to the board. (D)</p> Signup and view all the answers

What constitutes a criminal offence according to s182?

<p>Failing to disclose interests in existing transactions. (D)</p> Signup and view all the answers

What must a director do if they are approached by a client who prefers to work with them personally instead of their company?

<p>Decline the offer and suggest it be directed to the company. (B)</p> Signup and view all the answers

What outcome results from failing to disclose an interest in a self-dealing transaction?

<p>The transaction may later be invalidated. (D)</p> Signup and view all the answers

The duty to promote the success of the company is covered under section s171.

<p>False (B)</p> Signup and view all the answers

The no-conflict principle allows directors to profit from situations where a conflict of interest exists.

<p>False (B)</p> Signup and view all the answers

Under s176, directors are prohibited from accepting benefits from third parties.

<p>True (A)</p> Signup and view all the answers

A director must exercise independent judgment according to section s175.

<p>False (B)</p> Signup and view all the answers

The duty of care primarily involves exercising reasonable care, skill, and diligence.

<p>True (A)</p> Signup and view all the answers

Section s177 requires directors to declare their interests in any past transactions.

<p>False (B)</p> Signup and view all the answers

The duty to avoid conflicts of interest is governed by sections 175 to 177.

<p>True (A)</p> Signup and view all the answers

A director can accept a benefit from a third party if the benefit is considered trivial.

<p>True (A)</p> Signup and view all the answers

A director automatically breaches their duty of care by failing to pursue every business opportunity.

<p>False (B)</p> Signup and view all the answers

Authorisation by directors is allowed under s176 for accepting benefits from third parties.

<p>False (B)</p> Signup and view all the answers

Directors must always avoid self-dealing transactions regardless of disclosure requirements.

<p>False (B)</p> Signup and view all the answers

Directors must exercise a standard of care equivalent to that of a reasonably diligent person in their position.

<p>True (A)</p> Signup and view all the answers

A formal communication of a potential conflict of interest is compulsory for all directors under s175.

<p>False (B)</p> Signup and view all the answers

A director who is not aware of a minor shareholding that could conflict must still declare it according to s177.

<p>False (B)</p> Signup and view all the answers

If a director's service contract is under discussion, they must declare any interest related to it.

<p>False (B)</p> Signup and view all the answers

If a director personally exploits an opportunity without presenting it to the company, they may breach both s175 and the duty of care.

<p>True (A)</p> Signup and view all the answers

When declaring interests in proposed transactions, a general notice can be used if there is no identified transaction.

<p>True (A)</p> Signup and view all the answers

The duty under s175 applies only to situations where a director receives a financial benefit.

<p>False (B)</p> Signup and view all the answers

Directors are required to disclose any existing transactions, even if they have not been discussed in previous meetings.

<p>True (A)</p> Signup and view all the answers

Failure to act on a viable opportunity could potentially lead to a breach of duty of care.

<p>True (A)</p> Signup and view all the answers

It is sufficient for a director to verbally inform the board of a relevant interest at any time during the negotiation of a transaction.

<p>False (B)</p> Signup and view all the answers

A director's constitutional duties allow them to receive financial benefits from third parties without restrictions.

<p>False (B)</p> Signup and view all the answers

In cases where a personal gain arises from a business opportunity, it must go to the company first.

<p>True (A)</p> Signup and view all the answers

If a situation cannot reasonably be regarded as likely to give rise to a conflict of interest, a director may proceed without disclosing their interest.

<p>True (A)</p> Signup and view all the answers

Failing to disclose an interest in a self-dealing transaction can result in a criminal offence.

<p>True (A)</p> Signup and view all the answers

Flashcards

Duty of Loyalty (s171)

Directors must act within their authority and in the best interests of the company.

Duty to Promote Company Success (s172)

Directors have a responsibility to make decisions beneficial for the company's growth.

Duty of Care

Directors must act with reasonable care, skill, and diligence.

Conflict of Interest (s175)

Directors cannot place their personal gain above the company's interests.

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No-Profit Principle (Bray v Ford)

Directors cannot profit from their position at the expense of the company.

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Avoiding Third-Party Benefits (s176)

Directors should not accept personal gain from external parties that could harm the company.

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Declare Interest (s177)

Directors must disclose any potential conflicts of interest in transactions related to the company.

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Self-dealing transaction

A transaction where a director's personal interests conflict with the company's interests, requiring disclosure.

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Duty to disclose interest (s177)

Directors must reveal their personal interest in a proposed transaction or arrangement with the company before the company agrees to it.

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Corporate opportunity

A business opportunity that arises because of a director's position, which must be offered to the company first.

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Disclosure methods (s177)

Methods for declaring potential conflicts of interest, including at board meetings or via written notice.

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Existing transaction (s182)

Declaration of interest in a transaction already agreed upon, with a mandatory disclosure duty.

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Disclosure exceptions (s177)

Circumstances where a director does not need to disclose a potential conflict of interest.

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Regal (Hastings) Ltd v Gulliver

Landmark case emphasizing the duty of directors to prioritize company opportunities over personal gains.

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Industrial Development Consultants v Cooley

Case ruling that directors must account for benefits gained from accepting work intended for the company.

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Director's Fiduciary Duty Breach

A director failing to act in the best interests of the company, resulting in personal gain at the company's expense.

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Director Authorisation

Directors' ability to manage potential conflicts transparently by seeking board approval, preventing liability

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Director Duty of Care (s174)

Directors must act with reasonable care and skill, not neglecting opportunities for the company.

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Duty to Avoid Benefits from Third Parties (s176)

Directors cannot accept benefits or bribes in exchange for company actions (exchanging for favour).

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Benefit from Third Party (s176)

Directors cannot take benefits from a third party because of their position as a company director.

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Reasonable Care, Skill, and Diligence

Directors must exercise the level of care, skill, and diligence expected of a reasonably diligent director.

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Subjective Standard (Director)

The director's individual knowledge, skills, and experience, impacting the standard of care but complementary to the 'objective' standard.

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Breach of Duty Consequences

Failure to meet responsibilities under company law can result in disgorgement or other legal repercussions.

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Duty to Promote Success (s172)

Directors must prioritize actions that benefit the company's long-term growth. They must consider various factors like financial performance, reputation, and sustainability.

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Duty to Exercise Independent Judgment (s173)

Directors must make decisions based on their own independent assessment, free from undue influence from others.

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Duty to Avoid Conflicts (s175)

Directors must avoid situations where their personal interests clash with the company's interests, ensuring fairness and transparency.

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Duty to Avoid Benefits (s176)

Directors must not accept any gifts or payments from third parties that could influence their decisions or affect the company's interests.

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What is the No-Conflict Principle?

Derived from the case Bray v Ford, it dictates that directors must avoid situations where they personally profit from their position at the company's expense. They cannot have a conflict of interest and profit.

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What is the No-Profit Rule?

A fundamental principle in company law where directors are prohibited from making personal profits from their positions that are unrelated to their official duties.

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Duty to Declare Interest (s177)

Directors must disclose any potential conflicts of interest in proposed transactions or arrangements with the company.

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Duty to Avoid Conflicts of Interest (s175)

Directors must avoid situations where their personal interests conflict with the company's interests.

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Authorisation of Conflict

When directors can approve a potential conflict if allowed by the company's constitution, protecting them from liability. It's transparent and lets the company benefit from their involvement.

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Breach of Duty of Care

When a director fails to act on an opportunity that could benefit the company, showing negligence or lack of due diligence.

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Duty to Avoid Benefits from Third Parties

Directors can't accept benefits from third parties in exchange for doing (or not doing) something as a director. It stops bribes and secret commissions.

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What is a Third Party?

A third party in this context is anyone outside of the company, its associated companies, or anyone acting on their behalf.

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Benefit (s176)

A benefit from a third party can be financial or non-financial, big or small. However, there are exceptions.

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Difference from S175

Section 175 deals with conflicts of interest where directors may be authorized. Section 176 focuses on accepting benefits from third parties, and authorization is not possible.

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Reasonable Care, Skill, and Diligence (s174)

Directors must exercise the same level of care, skill, and diligence as a reasonably diligent person would in their position.

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Study Notes

Director Duties - Statutory Overview

  • Duty of Loyalty (s171-177): Directors must act in the best interests of the company, avoiding conflicts of interest and accepting benefits from third parties. This includes acting within their power, promoting the company's success, and exercising independent judgment.

  • Duty of Care (s174): Directors must exercise reasonable care, skill, and diligence, considering their general knowledge and experience (both objectively & subjectively).

Conflict of Interest Rules (ss175-177)

  • Self-Dealing Transactions: Directors are REQUIRED to disclose any self-dealing transaction to the board. There is no duty to avoid these transactions, BUT disclosure is mandatory.

  • Declaration of Interest (s177): Directors must declare any interest (direct, or indirect) in a proposed transaction with the company to other directors BEFORE the company enters the transaction or arrangement. This disclosure must be accurate and complete.

  • Existing Transactions (s182): A director must declare any existing interest in a transaction with the company to other directors; failure to do so is a criminal offence.

Disclosure Methods and Scope

  • Methods: Disclosure can occur at board meetings, by written notice, or by general notice (for transactions where no specific transaction is being considered).

  • Scope Exclusions: Directors are NOT required to disclose interests if (1) they are unaware (or should reasonably be aware) of both the interest and the transaction; (2) the interest is not likely to create a conflict; (3) other directors are aware of the interest; (4) the interest relates to a service or contract already discussed in board meetings.

Conflict of Interest (s175)

  • General Principle: Directors must avoid situations where their personal interests conflict, or could conflict, with the company's interests. This applies to business opportunities, property, and information. The exploitation of personal interests, even if the company could not have exploited these interests themselves, still creates a conflict.

  • Possible Conflicts: Conflicts include exploiting corporate opportunities (Regal Hastings v Gulliver, Industrial Development Consultants v Cooley). Failure to act when a good opportunity is available may also be a breach of the duty of care (s174). The potential for conflict must be understood by the director, not simply the potential benefit for the company.

  • Authorisation: Directors can authorise a conflict of interest. In certain situations(especially PLCs), authorisation is permitted in the company's articles.

Benefits from Third Parties (s176)

  • General Principle: Directors must not accept benefits from third parties for actions as directors. This includes financial and non-financial benefits, unless the benefit is trivial or is a normal part of their employment with the company.

Duty of Care, Skill, and Diligence (s174)

  • Reasonable Person Standard: Directors are assessed against an objective "reasonable" person standard, balanced with the director's subjective knowledge and abilities. Directors are expected to use the care and skill reasonably expected of them within their role.

Breach Consequences

  • Liability: Directors are individually liable for breaches, unless other directors participated.

  • Remedies: Remedies include injunctions, damages, disgorgement of profits, rescission of contracts, dismissal by shareholders/members, etc.

  • Equitable Principles: Court can excuse a directors liability even in case of breaches, provided they acted honestly and reasonably. This is particularly important if the director was appointed in exceptional or unusual situations.

Ratification

  • Company's Ratification: The company can ratify a director's negligent or improper conduct through a resolution (but not for directors connected to the act)

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