Directors' Duties: Principles and Application

Abstract

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 fiduciary classification and the relationship between the various duties, as well as outlining the consequences of breach of duty and the significance of fiduciary classification. Particular focus is given to the duties that have traditionally been characterised as fiduciary and their statutory equivalents. These are the duties to avoid conflicts and profits, to act in good faith in the interests of the company and for proper purposes, to retain discretions and to disclose information. The duty of care is also examined and the book demonstrates why this duty is different to the other key duties. The detailed judgments in the Bell group litigation are given comprehensive critical analysis. The book therefore provides certainty for practitioners, academics and students in the organisation and application of key directors' duties. It is also of direct relevance to scholars and practitioners in the areas of equity and trusts due to its detailed outline and resolution of the contours of the fiduciary concept.

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

JEL Classification: K22, K10