Directors' Fiduciary Duties: A New Analytical Framework

Abstract

Proposes a framework for interpreting and applying the Companies Act 2006 s.175(4)(a), providing that a director cannot be liable under the no-conflict rule if the business opportunity 'cannot reasonably be regarded as likely to give rise to a conflict of interest', taking account of whether: (1) the company has considered and rejected the opportunity on a bona fide, fully informed and unbiased basis; (2) it arose before or after the director's resignation and, in the former case, if it fell within the scope of the company's business; and (3) it was a maturing business opportunity.