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Unformatted text preview: 1 SS Lecture 8 Overview Directors duties o/view 10-001 - 10-190 The duty of care 10-200 - 10-240 1 O/view of the duties of directors 2 Who owes the general law duties? Duties are owed by: directors senior executive officers 3 senior executive officers They are in a fiduciary relationship with the company (that is, bound to exercise rights and powers in good faith for the benefit of the company) Who owes the statutory duties? Statutory duties apply to directors as defined in the Corporations Act this includes de facto and shadow directors 4 Most statutory duties also apply to officers (defined in s 9), but not s 191 or 588G Two statutory duties imposed on employees: ss.182, 183 use of postn or info to gain advtge for t/selves or cause detriment to co To whom are the duties owed? Answer = the company In exceptional circumstances, a duty may be owed to an individual shareholde 5 be owed to an individual shareholder Brunninghausen v Glavanics Who enforces the duties? Statutory duties usually enforced by ASIC Note that the company can initiate proceedings for compensation under civil 6 penalty provisions: ss.1317H(1), 1317J(2) General law duties are enforced by the company (or liquidator if company is being wound up) 2 Consequence of breach Separate avenues of recovery for breach of general law and breach of statute Statutory action often preferable 7 Statutory action often preferable Breach of general law rules may entitle...
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- Three '08