Directors' Duties: Principles and Application

Posted: 26 Oct 2014

Date Written: September 30, 2014


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

Suggested Citation

Langford, Rosemary Teele, Directors' Duties: Principles and Application (September 30, 2014). Available at SSRN:

Rosemary Teele Langford (Contact Author)

University of Melbourne - Law School ( email )

University Square
185 Pelham Street, Carlton
Victoria, Victoria 3010

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