Director Duties: A Fiduciary Duty to Confess

4 Pages Posted: 9 Aug 2006

Abstract

The English Court of Appeal has determined that directors must disclose their own fiduciary breaches. The court justified its conclusion with a number of policy arguments. None of the arguments, however, provide a credible foundation for what is plainly a novel imposition on fiduciaries. A duty to disclose fiduciary breaches is both practically unrealistic and inconsistent with our general freedom from self-incrimination.

Keywords: fiduciary duty, director, disclosure, confess

Suggested Citation

Flannigan, Robert, Director Duties: A Fiduciary Duty to Confess. Business Law Review, Vol. 26, 2005. Available at SSRN: https://ssrn.com/abstract=923444

Robert Flannigan (Contact Author)

University of Saskatchewan ( email )

15 Campus Drive
Saskatoon, Saskatchewan S7N 5A6
Canada
306-966-5876 (Phone)
306-966-5900 (Fax)

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