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Directors' Duties
Directors’ Duties: Principles and Application outlines key fiduciary and statutory duties of Australian company directors, with detailed reference to the position in the United Kingdom. It is addressed to academics, students and practitioners and resolves complex issues, as well as giving practical guidance on the characteristics and application of general law and statutory duties. In so doing it provides critical analysis of the scope and content of fiduciary duties in general and resolves a patent clash between prevalent modern equity theory and Australian corporate law jurisprudence as concerns directors’ duties.
Governance and Regulation of Charities
Adopting a critical multijurisdictional approach to charity law, this thought-provoking book provides a comprehensive analysis of the challenges facing charitable organisations. Exploring the contrasting approaches to charity governance and regulation in both common law and civil law jurisdictions, the book imparts practical guidance for a vast array of stakeholders in the charity law field. Rosemary Teele Langford brings together unique perspectives from a diverse range of eminent scholars across the globe, presenting invaluable insights on charity governance and regulation from multiple jurisdictions such as England and Wales, Australia, Germany, Korea and Japan (to name a few). Using a co...
Technology and Corporate Law
In light of the overwhelming impact of technology on modern life, this thought-provoking book critically analyses the interaction of innovation, technology and corporate law. It highlights the impact of artificial intelligence and distributed ledgers on corporate governance and form, examining the extent to which technology may enhance or displace conventional theories and practices concerning corporate governance and regulation. Expert contributors from multiple jurisdictions identify themes and challenges that transcend national boundaries and confront the international community as a whole.
Company Directors' Duties and Conflicts of Interest
This article is reprinted from the introduction to Associate Professor Rosemary Teele Langford's 'Company Directors' Duties and Conflicts of Interest' which was published by Oxford University Press on 5 March 2019. The book provides detailed analysis of directors' duties arising under UK case law, codes and statutory regulation, with extensive reference to the law in Australia, Canada, Hong Kong and New Zealand. It provides comprehensive analysis of the conflicts faced by directors, including conflicts of duties, unauthorised profits, corporate opportunities, multiple directorships, nominee directorships, and conflicts involving stakeholders' interests. The author subjects difficult aspects of these topics to rigorous and original analysis informed by a range of common law jurisdictions. This extensive, multi-jurisdictional examination presents solutions to complex issues that have, to date, confounded courts and commentators alike and enables clarification of existing legal approaches. This is both a key reference work set in a practical legal context and an exhaustive and original theoretical reassessment of this important and dynamic area of company law.
Stakeholder Interests and the Duty of Care
The debate surrounding the interaction between directors' duties and stakeholder interests has traditionally centred around the duty to act in good faith in the interests of the company. However, stakeholder interests are becoming increasingly relevant in relation to the duty of care. This was highlighted in a judgment of Edelman J in the Federal Court of Australia.
Best Interests
The best interests rule - the central fiduciary duty of company directors in a number of common law jurisdictions - encapsulates loyalty between director and company. Its multifaceted nature means that it is employed to impose a number of requirements, as demonstrated in the multijurisdictional analysis in this article. Contemporary commentary and cases (such as Moulin Global Eyecare Holdings Ltd. v Mei (2014) 17 HKCFAR 466, recently analysed in this journal) have, however, doubted the fiduciary classification of the rule. This article defends the rule's fiduciary classification. After examining key facets of the rule, it demonstrates that, although flexible, the rule cannot be stretched to protect stakeholder interests independently of corporate benefit.
Corporate Culpability, Stepping Stones and Mariner - Contention Surrounding Directors' Duties Where the Company Breaches the Law
Against a background examination of the policy considerations relevant to the imposition of liability on directors and officers in circumstances where a company breaches the law, this paper hones in on the so-called 'stepping stones' approach. This approach, highlighted by Herzberg and Anderson, involves the imposition of liability on directors for breach of the duty of care (and also in some cases for breach of the duty to act in good faith in the interests of the company and potentially the duty to avoid improper use of position) in exposing the company to the risk of prosecution or liability where action is taken against the company for breach of the Corporations Act 2001 (Cth) or some ot...
Directors' Conflicts
The issue of how to regulate conflicts of interest in the company law context has always been challenging. Applying traditional fiduciary standards to modern commercial relationships can be conceptually difficult. This can be seen by the fact that divergent approaches to the application of the fiduciary duty to avoid conflicts were taken in two recent cases concerning directors. In one case the traditional approach of imposing liability upon proof of the existence of a 'real sensible possibility of conflict' was applied. In the other it was found that pursuit of such a conflict is required in order to found a breach. This note outlines and critically analyses the two approaches against a background of the sources of requirements in relation to directors' conflicts. A key issue is the meaning of the concept of pursuit, which has been interpreted in different ways. It is concluded that an approach based on the existence of a real sensible possibility of conflict is appropriate. Although litigation is generally brought where there is a gain made due to the pursuit of a conflict, there are situations, as discussed in this note, in which a requirement of pursuit is inappropriate.
