First, this chapter canvasses the history of the fiduciary obligation as it applies to the director–company relationship. The fiduciary obligation includes two duties: a duty of loyalty and a duty to account for benefits gained—more informally termed the ‘no conflict’ and ‘no profit’ rules. This chapter then discusses examples of the ‘no conflict’ and ‘no profit’ rules from case law, and the modern exceptions to this general principle on the basis of commercial realities, such as the business opportunity rule. It then considers ss 182–3 of the Corporations Act which deal with a director’s misuse of information or position to gain an advantage for themselves or others, or to cause detriment to the company. While there is a clear relationship between these sections and the ‘no profit’ rule, they have developed differently since enactment as legislative provisions. This chapter then considers the requirements for directors to disclose their material personal interests under ss 191–195, and the inconsistent treatment of the disclosure requirements with the ability of a fiduciary to seek the fully informed consent of the company in general meeting. Finally, this chapter considers the protection afforded to members of a public company under ch 2E of the Corporations Act for related party transactions.

I explain what the duties should be, to whom the duties should be owed, when the duties should be imposed, who should impose the duties, and how the duties could be imposed.

I explain what the duties should be, to whom the duties should be owed, when the duties should be imposed, who should impose the duties, and how the duties could be imposed.