Rosemary Teele Langford

University of Melbourne - Law School

Associate Professor

University Square

185 Pelham Street, Carlton

Victoria, Victoria 3010

Australia

SCHOLARLY PAPERS

54

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11,885

SSRN CITATIONS

7

CROSSREF CITATIONS

1

Scholarly Papers (54)

1.

Directors' Duty to Act in the Interests of the Company: Subjective or Objective?

Journal of Business Law, 2015, Issue No. 2, pp. 173-182, U of Melbourne Legal Studies Research Paper No. 730
Number of pages: 10 Posted: 08 Mar 2015 Last Revised: 04 Mar 2016
Rosemary Teele Langford and Ian Ramsay
University of Melbourne - Law School and Melbourne Law School - University of Melbourne
Downloads 2,080 (12,816)

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2.

The Proper Purpose Rule as a Constraint on Directors’ Autonomy – Eclairs Group Limited v JKX Oil & Gas Plc

Modern Law Review, Vol. 80, No. 1, pp. 110-120, 2017
Number of pages: 12 Posted: 05 Jul 2017
Rosemary Teele Langford and Ian Ramsay
University of Melbourne - Law School and Melbourne Law School - University of Melbourne
Downloads 887 (45,404)

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3.

Conflicted Directors: What is Required to Avoid a Breach of Duty?

Journal of Equity, Vol. 8, No. 2, pp. 108-127, 2014
Number of pages: 20 Posted: 17 Nov 2014
Rosemary Teele Langford and Ian Ramsay
University of Melbourne - Law School and Melbourne Law School - University of Melbourne
Downloads 587 (78,208)

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directors' duties, conflict of interest

4.

Is a Conflict of Interest under the General Law the Same as a Material Personal Interest under the Corporations Act?

Company and Securities Law Journal, Vol. 36, No. 3, pp. 284-287, 2018
Number of pages: 5 Posted: 27 Oct 2018
Rosemary Teele Langford and Ian Ramsay
University of Melbourne - Law School and Melbourne Law School - University of Melbourne
Downloads 494 (96,703)

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conflicts of interest; directors' duties

5.

Corporate Culpability, Stepping Stones and Mariner - Contention Surrounding Directors' Duties Where the Company Breaches the Law

(2016) 34 Company & Securities Law Journal 75
Number of pages: 6 Posted: 05 May 2016
Rosemary Teele Langford
University of Melbourne - Law School
Downloads 468 (103,227)
Citation 1

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directors' duties, fiduciary duties, stepping stones, corporate culture

6.

The 'Creditors' Interests Duty': When Does It Arise and What Does It Require?

Law Quarterly Review, Vol. 135, No. 3, pp. 385‐390, 2019, U of Melbourne Legal Studies Research Paper No. 914
Number of pages: 6 Posted: 05 Oct 2020 Last Revised: 30 Nov 2020
Rosemary Teele Langford and Ian Ramsay
University of Melbourne - Law School and Melbourne Law School - University of Melbourne
Downloads 437 (112,214)

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directors' duties, creditors; duty to consider the interests of creditors

7.

'Doing the Job That's Required'?: Social Licence to Operate and Directors Duties

Sydney Law Review (2022) 44(1): 111-135
Number of pages: 26 Posted: 14 Jul 2022
Vivienne Brand and Rosemary Teele Langford
Flinders University and University of Melbourne - Law School
Downloads 393 (126,572)

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Social licence to operate; social license to operate; directors duties; corporate law; corporate governance; corporate social responsibility

8.

Stakeholder Interests and the Duty of Care

(2017) 35 Company and Securities Law Journal 342
Number of pages: 4 Posted: 27 Nov 2018
Rosemary Teele Langford
University of Melbourne - Law School
Downloads 385 (129,558)

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directors' duties; company law; duty of care; ESG; corporate social responsibility; stepping stones

9.

Directors' Duties: Conflicts, Proactive Disclosure and S 181 of the Corporations Act

(2015) 33 Company & Securities Law Journal 205
Number of pages: 7 Posted: 05 May 2016
Rosemary Teele Langford
University of Melbourne - Law School
Downloads 378 (132,342)

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directors' duties, fiduciary duties, good faith, disclosure, Duncan v Independent Commission Against Corruption, s 181 Corporations Act

10.

Removal of Directors of Public Companies by Shareholders: When Do Companies Contract Out of the Corporations Act?

Company and Securities Law Journal, Vol. 37, No. 1, pp. 54-57, 2019, U of Melbourne Legal Studies Research Paper No. 847
Number of pages: 5 Posted: 15 Jun 2019 Last Revised: 22 Oct 2019
Rosemary Teele Langford and Ian Ramsay
University of Melbourne - Law School and Melbourne Law School - University of Melbourne
Downloads 372 (134,684)

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corporate governance; removal of directors; shareholder rights

11.

Company Directors' Duties and Conflicts of Interest (Introduction)

Company Directors' Duties and Conflicts of Interest, OUP (2019)
Number of pages: 10 Posted: 27 Mar 2019
Rosemary Teele Langford
University of Melbourne - Law School
Downloads 356 (141,383)

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company law, directors' duties, fiduciary duties, corporate governance, conflicts of interest, corporate social responsibility

12.

Social Licence to Operate and Directors' Duties: Is there a Need for Change?

(2019) 37 Company & Securities Law Journal 200
Number of pages: 18 Posted: 09 Dec 2019
Rosemary Teele Langford
University of Melbourne - Law School
Downloads 350 (144,007)

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directors' duties, company law, ESG, corporate social responsibility, social licence to operate

13.

Managed Investment Schemes: Liability of Directors of Responsible Entities Where the Responsible Entity Breaches the Law

(2016) 34 C&SLJ 599
Number of pages: 26 Posted: 13 Feb 2017
Rosemary Teele Langford
University of Melbourne - Law School
Downloads 336 (150,452)

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directors' duties, company law, fiduciary duties, managed investment schemes

14.

The Origins of Company Directors' Statutory Duty of Care

Sydney Law Review, Vol. 37, No. 4, 489-518, 2015
Number of pages: 30 Posted: 15 Dec 2015
Rosemary Teele Langford, Ian Ramsay and Michelle Anne Welsh
University of Melbourne - Law School, Melbourne Law School - University of Melbourne and Monash Business School
Downloads 304 (167,303)

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directors' duties, duty of care, corporate law

15.

Does Section 191 of the Corporations Act Include Conflicting Duties?

Company and Securities Law Journal, Vol. 36, No. 7, pp. 587-592, 2019
Number of pages: 8 Posted: 03 Apr 2019 Last Revised: 30 Apr 2019
Rosemary Teele Langford and Ian Ramsay
University of Melbourne - Law School and Melbourne Law School - University of Melbourne
Downloads 283 (180,349)
Citation 1

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directors' conflicts; conflicting duties; disclosure of interests

16.

Dystopian Accessorial Liability’ or the End of ‘Stepping Stones’ As We Know It?

37(5) Company and Securities Law Journal, 2020, U of Melbourne Legal Studies Research Paper No. 882
Number of pages: 11 Posted: 29 May 2020 Last Revised: 01 Jun 2020
Rosemary Teele Langford
University of Melbourne - Law School
Downloads 266 (191,941)

Abstract:

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Company Law; Duty of Care; Directors’ Duties

17.

Stakeholder Interests - Balancing or Considering?

(2014) 32 Company & Securities Law Journal 64
Number of pages: 6 Posted: 23 Oct 2014
Rosemary Teele Langford
University of Melbourne - Law School
Downloads 243 (209,811)

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directors' duties, good faith, creditors, stakeholders, corporate social responsibility, Corporations Act s 1324

18.

An Integrated Approach to Statutory Interpretation: Directors' Duties in the UK

Prue Vines and M Scott Donald (eds), Statutory Interpretation in Private Law (Federation Press, 2019) , U of Melbourne Legal Studies Research Paper No. 923
Number of pages: 31 Posted: 05 Oct 2020 Last Revised: 21 Dec 2020
Rosemary Teele Langford
University of Melbourne - Law School
Downloads 234 (217,679)

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fiduciary duties, directors' duties, statutory interpretation, competing directorships

19.

The Contours and Content of the ‘Creditors’ Interests Duty’

Published in the Journal of Corporate Law Studies, Vol. 21, No. 1, 2021, pp. 85-108, U of Melbourne Legal Studies Research Paper No. 888
Number of pages: 21 Posted: 17 Jun 2020 Last Revised: 09 Mar 2021
Rosemary Teele Langford and Ian Ramsay
University of Melbourne - Law School and Melbourne Law School - University of Melbourne
Downloads 223 (228,023)

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creditors’ interests duty; directors’ duties; duty to act in the interests of the company; Companies Act 2006 (UK) s 172(3); Corporations Act 2001 (Cth) s 181

20.

Directors’ Conflicts: Must a Conflict Be Pursued for There to Be a Breach of Duty?

Journal of Equity, Vol. 9, No. 3, pp. 281-289, 2015
Number of pages: 9 Posted: 05 Feb 2016
Rosemary Teele Langford and Ian Ramsay
University of Melbourne - Law School and Melbourne Law School - University of Melbourne
Downloads 218 (232,956)

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directors' duties, conflict of interest, corporate law

21.

Purpose-Based Governance: A New Paradigm

(2020) 43(3) University of New South Wales Law Journal (Advance), U of Melbourne Legal Studies Research Paper No. 907
Number of pages: 24 Posted: 05 Oct 2020 Last Revised: 27 Oct 2020
Rosemary Teele Langford
University of Melbourne - Law School
Downloads 215 (235,966)

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governance, directors' duties, purpose, nonprofit, company law, charities, stakeholders

22.

Best Interests: Multifaceted but Not Unbounded

Cambridge Law Journal, Volume 75, Issue 3 (2016), U of Melbourne Legal Studies Research Paper No. 752
Number of pages: 22 Posted: 14 Jul 2017
Rosemary Teele Langford
University of Melbourne - Law School
Downloads 206 (247,589)
Citation 1

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Directors' Duties, Company Law, Fiduciary Duties, Best Interests, Good Faith, Corporate Social Responsibility, Loyalty

23.

ENT Pty Ltd v Sunraysia Television Ltd: A Positive Fiduciary Duty of Disclosure

26 Company and Securities Law Journal 470 (2008)
Number of pages: 6 Posted: 21 Jul 2013
Rosemary Teele Langford
University of Melbourne - Law School
Downloads 190 (264,053)

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directors' duties, fiduciary duties, company law

24.

Insolvent Trading, Charitable Companies and COVID-19

(2020) 37 Company and Securities Law Journal, U of Melbourne Legal Studies Research Paper No. 885
Number of pages: 8 Posted: 29 May 2020 Last Revised: 01 Jun 2020
Rosemary Teele Langford
University of Melbourne - Law School
Downloads 161 (304,786)

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company law, directors' duties, insolvent trading, COVID-19

25.

Directors' Fiduciary Duties in the Western Australian Supreme Court - Again

32 Company & Securities Law Journal 362, 2014
Number of pages: 15 Posted: 23 Oct 2014
Rosemary Teele Langford
University of Melbourne - Law School
Downloads 127 (368,173)

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directors' duties, good faith, business judgment rule, fiduciary duties

26.

Statutory Duties and Ratification: Untangling the Maze

(2021) 15 Journal of Equity 126
Number of pages: 36 Posted: 22 Jul 2021 Last Revised: 02 Aug 2021
Rosemary Teele Langford
University of Melbourne - Law School
Downloads 121 (384,024)

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directors' duties, fiduciary duties, company law, ratification, Companies Act 2006 (UK), Corporations Act 2001 (Cth), regulation

27.

Use of the Corporate Form for Public Benefit - Revitalisation of Australian Corporations Law

(2020) 43(3) University of New South Wales Law Journal (Advance), U of Melbourne Legal Studies Research Paper No. 908
Number of pages: 30 Posted: 05 Oct 2020 Last Revised: 27 Oct 2020
Rosemary Teele Langford
University of Melbourne - Law School
Downloads 115 (396,012)
Citation 1

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company law, directors' duties, purpose, social enterprise, benefit corporations, stakeholders

28.

Charities and the Fiduciary Paradigm

(2022) 16 Journal of Equity
Number of pages: 28 Posted: 08 Nov 2022
Rosemary Teele Langford
University of Melbourne - Law School
Downloads 98 (443,465)

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charities, fiduciary duties, members, Charities Act 2011, Companies Act 2006, Barnes v Addy, equity and trusts

29.

The Best Interests Duty and Corporate Charities — The Pursuit of Purpose

(2021) 15 Journal of Equity 92
Number of pages: 31 Posted: 22 Jul 2021
Ian Murray and Rosemary Teele Langford
The University of Western Australia Law School and University of Melbourne - Law School
Downloads 97 (446,441)
Citation 2

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charity law, charities, best interests, purpose, duties, fiduciary

30.

An Analysis of the ACNC's Approach to Compliance and Enforcement

Number of pages: 72 Posted: 27 Sep 2022 Last Revised: 29 Sep 2022
Miranda Webster and Rosemary Teele Langford
University of Melbourne - Law School and University of Melbourne - Law School
Downloads 96 (449,444)

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charities, enforcement, compliance, ACNC, regulation

31.

Book Review Essay: Philosophical Foundations of Fiduciary Law - Andrew S. Gold and Paul B. Miller (Eds.) (OUP, 2014)

(2016) 10 Journal of Equity 51
Number of pages: 19 Posted: 13 Aug 2016
Rosemary Teele Langford
University of Melbourne - Law School
Downloads 96 (449,444)

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fiduciary duties, company law, directors

32.

Misuse of Power in the Australian Charities Sector

University of New South Wales Law Journal, Vol. 45, No. 1, 2022
Number of pages: 43 Posted: 27 Apr 2022
Rosemary Teele Langford and Miranda Webster
University of Melbourne - Law School and University of Melbourne - Law School
Downloads 95 (452,584)

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charities; charity law; directors' duties; ACNC; ASIC; regulation; trusts; associations; enforcement; misappropriation; not for profits

33.

Restoring Public Trust in Charities: Empirical Findings and Recommendations

(2023) 46(2) University of New South Wales Law Journal (Forthcoming)
Number of pages: 44 Posted: 25 Aug 2022
Rosemary Teele Langford and Malcolm Edward Anderson
University of Melbourne - Law School and Melbourne Law School
Downloads 94 (455,618)

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charity, governance duties, fiduciary duties, empirical research, regulation

34.

Conflicts and Coherence in the Charities Sphere: Would a Conflict By Any Other Name Proscribe the Same?

(2020) 14(1) Journal of Equity, 1-31, U of Melbourne Legal Studies Research Paper No. 899
Number of pages: 34 Posted: 14 Aug 2020 Last Revised: 17 Aug 2020
Rosemary Teele Langford
University of Melbourne - Law School
Downloads 93 (458,844)

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conflicts of interest, nonprofits, charities, directors' duties, fiduciary duties, material personal interest, directly or indirectly interested, perceived conflict

35.

Charitable Companies and Related Party Transactions

(2021) 38 (2) Companies and Securities Law Journal 55
Number of pages: 28 Posted: 12 Feb 2021
Rosemary Teele Langford
University of Melbourne - Law School
Downloads 89 (471,620)

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related party transactions, companies, corporate governance, nonprofit organisations, charities, charitable companies, accounting standards

36.

Pursuit Revisited

13 Journal of Equity 267, 2020, U of Melbourne Legal Studies Research Paper No. 877
Number of pages: 27 Posted: 02 May 2020 Last Revised: 06 May 2020
Rosemary Teele Langford
University of Melbourne - Law School
Downloads 86 (481,749)

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directors' duties; fiduciary duties; conflicts; competing directorships

37.

The Corporate Culture Chameleon: Reflections and Reporting

(2016) 34 C&SLJ 558
Number of pages: 9 Posted: 13 Feb 2017
Rosemary Teele Langford
University of Melbourne - Law School
Downloads 80 (503,102)

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Company law, directors' duties, corporate culture, whistleblowing, reporting

38.

Solving the Riddle of Ratification of Misappropriation of Company Property: A New Analogy

(2021) 15 Journal of Equity 233
Number of pages: 32 Posted: 29 Dec 2021
Rosemary Teele Langford
University of Melbourne - Law School
Downloads 76 (518,295)

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directors' duties, fiduciary duties, company law, ratification, misappropriation, shareholders, involvement

39.

The Reach of Constitutional Conflicts Provisions: How do Companies Contract out of the General Law Duties?

Company and Securities Law Journal, Vol. 37, No. 2, pp. 156-158, 2019, U of Melbourne Legal Studies Research Paper No. 852
Number of pages: 5 Posted: 24 Sep 2019 Last Revised: 12 Nov 2019
Rosemary Teele Langford and Ian Ramsay
University of Melbourne - Law School and Melbourne Law School - University of Melbourne
Downloads 72 (534,230)

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conflicts of interest; directors; directors' duties

40.

Introduction to Governance and Regulation of Charities: International and Comparative Perspectives

Rosemary Teele Langford (ed), Governance and Regulation of Charities: International and Comparative Perspectives (Edward Elgar, 2023, forthcoming)
Number of pages: 11 Posted: 25 Apr 2023
Rosemary Teele Langford
University of Melbourne - Law School
Downloads 61 (582,409)

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charities, governance, regulation, comparative law, accountability, fiduciary duties

41.

Regulating for Loyalty in the Financial Services Industry

(2021) 38 Company & Securities Law Journal 355
Number of pages: 24 Posted: 22 Jul 2021
Rosemary Teele Langford, M. Scott Donald and Samuel Walpole
University of Melbourne - Law School, UNSW Law and TC Beirne School of Law
Downloads 56 (606,949)

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fiduciary duties, directors' duties, loyalty, financial advisers, superannuation, mortgage broking, financial services regulation

42.

High Court of Australia on Fiduciary Duty

Ken Coghill, Charles Sampford and Tim Smith (Eds), Fiduciary Duty and the Atmospheric Trust (Ashgate, Surrey, 2012) 187 – 207
Number of pages: 25 Posted: 05 May 2016
Rosemary Teele Langford
University of Melbourne - Law School
Downloads 56 (606,949)

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fiduciary duties, climate change, atmospheric trust, High Court Australia

43.

Legislative Design - Clarifying the Legislative Porridge

(2021) 38 Company & Securities Law Journal
Number of pages: 23 Posted: 22 Jul 2021
Rosemary Teele Langford, Andrew Godwin and Vivienne Brand
University of Melbourne - Law School, Melbourne Law School and Flinders University
Downloads 55 (612,028)

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legislative design, regulatory models, legislative drafting, principles-based regulation, law simplification

44.

Charity Trustees: Governance Duties and Conflicts of Interest

(2022) 28 (7) Trusts and Trustees
Number of pages: 31 Posted: 14 Jul 2022
Rosemary Teele Langford and Malcolm Edward Anderson
University of Melbourne - Law School and Melbourne Law School
Downloads 54 (617,289)

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conflicts of interest, fiduciary duties, charity trustees, governance duties, Charities Act 2011 (UK), CIOs, directors' duties, regulation

45.

The Australian Charitable Incorporated Organisation: A Reform Proposal

(2023) 39 Company and Securities Law Journal 347
Number of pages: 34 Posted: 14 Apr 2023
Rosemary Teele Langford and Miranda Webster
University of Melbourne - Law School and University of Melbourne - Law School
Downloads 51 (633,388)

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directors duties, charities, nonprofit, governance, regulation, fiduciary duties, members

46.

Governance Duties and Conflicts of Interest in the Charities Sector: Australia and England & Wales Compared

(2022) 28 Third Sector Review
Number of pages: 35 Posted: 08 Nov 2022
Rosemary Teele Langford and Malcolm Edward Anderson
University of Melbourne - Law School and Melbourne Law School
Downloads 51 (633,388)

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charity law, governance, conflicts of interest, trustees, regulation, fiduciary duties

47.

Data Explosion, Disclosure and Stepping Stones

in Andrew Godwin, Pey Woan Lee and Rosemary Teele Langford (eds), Innovation, Technology and Corporate Law, Edward Elgar Publishing, Forthcoming
Posted: 27 Jan 2021 Last Revised: 23 Aug 2021
Rosemary Teele Langford
University of Melbourne - Law School

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Directors’ Duties, Company Law, Companies, Corporate Governance, Duty of Care, Directors, Disclosure, Technology, AI, Corporations Act 2001 (Cth) S 180, Stepping Stones

48.

General Law and Statutory Directors' Duties: 'Unmixed Oil and Water' or 'Integrated Parts of the Whole Law?'

(2015) 131 Law Quarterly Review 635
Posted: 09 May 2016
Rosemary Teele Langford
University of Melbourne - Law School

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fiduciary duties, directors' duties, Companies Act 2006(UK), Corporations Act 2001 (Cth), coherence, company law

49.

Directors' Duties: Principles and Application

Posted: 26 Oct 2014
Rosemary Teele Langford
University of Melbourne - Law School

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directors' duties, fiduciary duties, Corporations Act 2001 (Cth), Companies Act 2006 (UK), remedies

50.

The Distinction between the Duty of Care and the Duties to Act Bona Fide in the Interests of the Company and for Proper Purposes

(2013) 31 Australian Business Law Review 337-353, Monash University Faculty of Law Legal Studies Research Paper No. 2013/34
Posted: 04 Dec 2013 Last Revised: 09 Dec 2013
Rosemary Teele Langford
University of Melbourne - Law School

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Directors' duties, fiduciary duties

51.

Directors' Fiduciary Duties: The Relationship between Conflicts, Profits and Bona Fides'

(2013) 31 Company and Securities Law Journal 423-436, Monash University Faculty of Law Legal Studies Research Paper No. 2013/33
Posted: 04 Dec 2013 Last Revised: 23 Apr 2017
Rosemary Teele Langford
University of Melbourne - Law School

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Directors' duties, fiduciary duties

52.

The Fiduciary Nature of the Bona Fide and Proper Purposes Duties of Company Directors: Bell Group Ltd (In Liq) v Westpac Banking Corp (No 9)

(2009) 31 Australian Bar Review 326
Posted: 29 Jul 2013
Rosemary Teele Langford
University of Melbourne - Law School

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53.

Solving the Fiduciary Puzzle: The Bona Fide and Proper Purposes Duties of Company Directors

41 Australian Business Law Review 127 (2013)
Posted: 21 Jul 2013
Rosemary Teele Langford
University of Melbourne - Law School

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fiduciary duties, directors' duties, Barnes v. Addy

54.

The Duty of Directors to Act Bona Fide in the Interests of the Company: A Positive Fiduciary Duty? - Australia and the UK Compared

Journal of Corporate Law Studies, Vol. 11, pp. 215, 2011, Monash University Faculty of Law Legal Studies Research Paper No. 22
Posted: 14 Sep 2012
Rosemary Teele Langford
University of Melbourne - Law School

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fiduciary, duty of directors, bona fide, company, High Court, United Kingdom, Barnes, Addy, creditors, Australia