n SA Mercantile Law Journal = SA Tydskrif vir Handelsreg - Implications of the re-enacted discretionary power to grant judicial relief to directors in section 77(9) of the Companies Act 2008 : analyses
|Article Title||Implications of the re-enacted discretionary power to grant judicial relief to directors in section 77(9) of the Companies Act 2008 : analyses|
|© Publisher:||Juta Law Publishing|
|Journal||SA Mercantile Law Journal = SA Tydskrif vir Handelsreg|
|Affiliations||1 University of Cape Town|
|Publication Date||Jan 2015|
|Pages||145 - 152|
Directors of a company have always been bound by certain duties which are owed by each director to the company to which they stand in a fiduciary relationship by virtue of their office (Whitehouse v Carlton Hotel Pty Ltd (1987) 162 CLR 285 at 314). In addition to the delictual liability that a company's directors may incur as a result of their negligent conduct (in terms of the duty of reasonable care, skill and diligence), the common law has also imposed a number of 'fiduciary' duties on directors that arise by virtue of their relationship with the company. A director's fiduciary duties at common law include the duties to not exceed their powers, to exercise their powers for a proper purpose, to not fetter their discretion, and to avoid conflicts of interest. The divisions between these duties are by no means precise, and they often overlap in substance. The latter duty may also be broken down into a number of sub-duties prohibiting directors from activities such as competing with the company, making secret profits, and taking so-called 'corporate opportunities'.
Article metrics loading...