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Then in the absence of proof of actual personal

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(then in the absence of proof of actual personal advantage or detriment to Company) the causal link will be established {Chew v R} Examples: A director taking a benefit which the director has a duty to obtain for the company A director purchasing assets from one of the director’s companies at the original purchase price {ASIC v Adler} 8
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A director pursuing a profitable opportunity to make an investment themselves rather than doing it through the company (see below “Corporate Opportunity”) B.2 Improper Use of Information Under {s 183(1) Corporations Act } it provides that a person who obtains information because they are or have been, a director or other officer or employee of a corporation must not improperly use information to: o (a) gain an advantage for themselves or someone else; or o (b) cause detriment to the corporation (1) Test of Impropriety is objective There “ has been a breach of the standard of conduct that would be expected by a reasonable person in the position of the director” {R v Byrnes} Therefore you must identify the information and how it is used and why that use is improper on an objective level (2) Causal Link Once impropriety is made out, a causal link will need to be established between the director’s improper conduct and the gaining of some personal advantage or detriment to the company {ASIC v Adler per Santow J} Examples: A director misappropriating company property from company records {Cook v Deeks} A director pursuing a profitable opportunity to make an investment themselves rather than doing it through the Company (see below) C. Corporate Opportunities The “no profit” rule is strictly applied However the courts make exceptions to the rule particularly when this is desirable from a policy perspective The ultimate question is to what extent may corporate opportunities be taken up by directors and does board or even shareholder approval exonerate the director? Also a note that corporate opportunity need not be a property rather it can be the holding of the benefit of the contract that belongs in equity to another company {Cook v Deeks} C.1 Director’s duty is to put the Company First The general position is that the director has a duty to put the company’s interests first before his personal interests {Cook v Deeks} The directors are entrusted with the affairs of the company to which they owed their first duty to protect {Cook v Deeks} C.2 Even if company is Unable to Exploit Opportunity, Director still Cannot take it up Personally This is the general rule in relation to corporate opportunities That is, even if the company has been presented with the opportunity but is unable to exploit it , the director cannot take up the opportunity personally {Regal (Hastings)} With a strict application of the no profit rule, any profit that the fiduciary acquires in the context of acting as the fiduciary (ie. As a director) must be accounted for {Regal (Hastings) per Lord Russell} C.3 Can Shareholders General Meeting allow director to keep profit?
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