n South African Law Journal - Post-resignation duties of directors : the application of the fiduciary duty not to misappropriate corporate opportunities
|Article Title||Post-resignation duties of directors : the application of the fiduciary duty not to misappropriate corporate opportunities|
|© Publisher:||Juta Law Publishing|
|Journal||South African Law Journal|
|Publication Date||Jan 2008|
|Pages||731 - 753|
This article examines when it would be appropriate to hold a former director accountable for the appropriation of corporate opportunities which take place after his resignation from the company. The author identifies and discusses various principles which may be deduced from the common-law jurisprudence which may serve as a guideline on the circumstances when a director's duty not to misappropriate a corporate opportunity would continue to apply after his resignation. In evaluating the application of these principles to directors post-resignation, the author examines the recent trends in this area of the law both in South African jurisprudence and relevant foreign jurisprudence and questions whether South African law is bound to the strict absolutist approach traditionally adopted on the duty of a director not to place himself in a position of a conflict of interest, or whether a flexible and pragmatic approach, may, and ought to be, applied in a modern commercial world. The article argues that, while the common-law principles may provide a guideline, there is indeed scope for South African law to adopt a flexible and pragmatic approach to a director's fiduciary duty post-resignation, and that such an approach would be more appropriate to modern commercial reality.
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