oa De Rebus - The travails of corporate officers

Volume 1999, Issue 382
  • ISSN : 0250-0329



An examination of the South African authorities and the case law in other similar jurisdictions on the fiduciary duties of directors and senior management of companies (and members of close corporations) indicates the pervasiveness of the strict adherence to the fiduciary duty in this area of law. Apart from the fiduciary duties imposed in terms of the Companies Act 61 of 1973 and the Close Corporations Act 69 of 1984 (a discussion of which falls outside the ambit of this article), the corporate officers who control the assets and who have the power to act on behalf of the corporate entity are at common law required to exercise their powers and rights of control for the benefit of the corporation and to exercise good faith and reasonable care and skill in carrying out their functions.

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