Interaction between Statutory and General Law Duties Concerning Company Director Conflicts

Abstract

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 duties owed by directors, as that helps 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 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.

Keywords: Company law, directors, conflicts, profits, fiduciary, authorisation, Corporations Act 2001 (Cth), Companies Act 2006 (UK), Equity

JEL Classification: K10, K22, K30