Interaction between statutory and general law duties concerning company director conflicts
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Open Access
Type
ArticleAuthor/s
Conaglen, MatthewAbstract
This article addresses some aspects of the interaction between statute and the general law duties governing directors' conflicts of interest. In order to understand that interaction fully, it is instructive first to recognise the interaction between different kinds of general law ...
See moreThis article addresses some aspects of the interaction between statute and the general law duties governing directors' conflicts of interest. In order to understand that interaction fully, it is instructive first to recognise the interaction between different kinds of general law duties owed by directors, as that helps to elucidate the role played by fiduciary doctrine's general conflict principles. The article then explores two aspects of the interaction between the Corporations Act 2001 (Cth) and those general law duties, investigating in particular the effect of the statutory regime on fiduciary doctrine's profit principle and on the effectiveness of conflicts authorisation clauses in company constitutions. The legislative history of the Corporations Act makes it relevant to consider the equivalent position in England as well.
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See moreThis article addresses some aspects of the interaction between statute and the general law duties governing directors' conflicts of interest. In order to understand that interaction fully, it is instructive first to recognise the interaction between different kinds of general law duties owed by directors, as that helps to elucidate the role played by fiduciary doctrine's general conflict principles. The article then explores two aspects of the interaction between the Corporations Act 2001 (Cth) and those general law duties, investigating in particular the effect of the statutory regime on fiduciary doctrine's profit principle and on the effectiveness of conflicts authorisation clauses in company constitutions. The legislative history of the Corporations Act makes it relevant to consider the equivalent position in England as well.
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Date
2013Source title
Company and Securities Law JournalVolume
31Issue
7Publisher
Thomson ReutersLicence
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This article was published by Thomson Reuters and should be cited as: Conaglen, M. (2013). Interaction between statutory and general law duties concerning company director conflicts. Company and Securities Law Journal, 31(7), 403–422. For all subscription inquiries please phone, from Australia: 1300 304 195, from Overseas: +61 2 8587 7980 or online at legal.thomsonreuters.com.au/search. The official PDF version of this article can also be purchased separately from Thomson Reuters at http://sites.thomsonreuters.com.au/journals/subscribe-or-purchase. This publication is copyright. Other than for the purposes of and subject to the conditions prescribed under the Copyright Act 1968 (Cth), no part of it may in any form or by any means (electronic, mechanical, microcopying, photocopying, recording or otherwise) be reproduced, stored in a retrieval system or transmitted without prior written permission. Enquiries should be addressed to Thomson Reuters (Professional) Australia Limited. PO Box 3502, Rozelle NSW 2039. legal.thomsonreuters.com.auFaculty/School
The University of Sydney Law SchoolShare