Directors' Duties: Conflicts, Proactive Disclosure and S 181 of the Corporations Act
(2015) 33 Company & Securities Law Journal 205
7 Pages Posted: 5 May 2016
Date Written: February 2, 2015
Australian company directors are subject to duties of disclosure arising from a number of sources. In particular disclosure has been required of directors under general law and statutory duties in the context of conflicts of interest and in presenting proposals to shareholders for approval. A recent decision has, however, rejected a requirement of ‘proactive disclosure’ in the context of conflicts of interest. This contrasts with the position in the United Kingdom, where active disclosure is required of directors as part of their fiduciary and statutory duties to act in good faith in the interests of the company. This article examines the appropriateness of a requirement of disclosure as part of the duty to act in good faith in the interests of the company.
Keywords: directors' duties, fiduciary duties, good faith, disclosure, Duncan v Independent Commission Against Corruption, s 181 Corporations Act
JEL Classification: K22
Suggested Citation: Suggested Citation