Interaction between Statutory and General Law Duties Concerning Company Director Conflicts

Company and Securities Law Journal, Vol. 31, No. 7, pp. 403-422, 2013

Sydney Law School Research Paper No. 14/97

35 Pages Posted: 15 Nov 2014

See all articles by Matthew Conaglen

Matthew Conaglen

The University of Sydney Law School

Date Written: 2013

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

Suggested Citation

Conaglen, Matthew, Interaction between Statutory and General Law Duties Concerning Company Director Conflicts (2013). Company and Securities Law Journal, Vol. 31, No. 7, pp. 403-422, 2013, Sydney Law School Research Paper No. 14/97, Available at SSRN: https://ssrn.com/abstract=2524118

Matthew Conaglen (Contact Author)

The University of Sydney Law School ( email )

New Law Building, F10
The University of Sydney
Sydney, NSW 2006
Australia
61 2 9114 0962 (Phone)
61 2 9351 0200 (Fax)

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