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Directors’ Duties: Principles and Application outlines key fiduciary and statutory duties of Australian company directors, with detailed reference to the position in the United Kingdom.
It is addressed to academics, students and practitioners and resolves complex issues, as well as giving practical guidance on the characteristics and application of general law and statutory duties. In so doing it provides critical analysis of the scope and content of fiduciary duties in general and resolves a patent clash between prevalent modern equity theory and Australian corporate law jurisprudence as concerns directors’ duties.
Particular focus is given to the duties that have traditionally been characterised as fiduciary. These are the duties to avoid conflicts and profits, to act in good faith in the interests of the company and for proper purposes, to retain discretions and to disclose information. The duty of care is also examined and the book demonstrates why this duty is different to other key duties.
This issue has been the subject of contention and is significant for remedial purposes. The book demonstrates the central and foundational nature of the duty to act in good faith in the interests of the company.
Many years ago, Lord Nottingham refused to define fraud, saying that, as fraud was infinitely various, if he did so, it would merely lead to arguments as to what fell exactly within the definition. The same problem occurs with breach of duties of care and fidelity by company directors. This compact book of 208 pages tries to reconcile the authorities on the subject, particularly those which have attempted some definitions. The author notes that there appears to be a sharp divide between principles of general equity as to fiduciary duties and corporate law cases on the subject. However, theoretically, directors are fiduciaries in the ordinary sense of the word. … The book shows that there are considerable theoretical problems in clearly stating the law in a way that would cover all cases of corporate fraud. Read full review... - Peter W Young, Australian Law Journal, June 2015
Foreword by Robert Baxt AOPrefaceAbout the AuthorAcknowledgmentsPermissions AcknowledgmentsTable of CasesTable of StatutesTable of Abbreviations
Introduction Directors’ Fiduciary Duties Shift in Australian Fiduciary Theory The Bona Fide Rule The Fiduciary Nature of the Bona Fide Rule The Conflicts and Profits Rules The Proper Purposes Rule The Duties to Retain Discretions and to Disclose The Duty of Care Remedies Comparative Evaluation Conclusion
ISBN: 9781862879737 ISBN-10: 1862879737 Audience:
Tertiary; University or College
Number Of Pages: 224 Published: 29th September 2014 Publisher: FEDERAL PUB CO Country of Publication: AU Dimensions (cm): 23.4 x 15.6
Weight (kg): 0.39