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Directors' duties
Page history
last edited
by PBworks 16 years, 2 months ago
Directors' duties
Corporations Act
- S 180 care and diligence
- S 181 – good faith, self interest
- S 182 - improper use of position
- S 183 – improper use of information
- s184 – intentional dishonesty
- S 191 – failure to fully disclose
Other CA breaches
- S 195 – causes other directors to breach as cannot allow him to stay unless know extent of interest
- S 1309 – giving false information
- S 1043A(1) – insider trading
Common law breaches
- Good faith
- Conflict
- Secret profit
Remedies and Penalties
- Ss 180 – 183 – civil penalties $200,000 fine & disqualification. Pecuniary penalty orders
- Ss 181 – 183 – criminal offences where dishonesty involved. Up to 5 years jail
- S 195 – strict liability criminal offence (but transaction not invalid)
- S 1309 – criminal and Ss 1043 (1) & (2) – criminal and civil (ss 1317 (jf) & (jg)
Care and Diligence
- Assess director’s performance against objective standards i.e. reasonable director
- Common Law duty not a fiduciary one
- Care and diligence does not raise issues of good faith or honesty (separate duties)
- Consider s180 (1) and AWA and CBA v Freidreich cases
Directors' duties
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