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Abstract: Corporate groups, a ubiquitous feature of modern business, pose formidable challenges for common law courts relying on traditional corporate law doctrine. Arising out of a corporate group's recent bid to recover millions of dollars in lost profits from a former director and CEO who had diverted a core business, Goh Chan Peng v Beyonics Technology Ltd raised thorny issues of separate legal entity doctrine, single economic unit theory, and reflective loss shared by common law legal systems. Despite finding that the defendant had breached his duties to the ultimate holding company, the Singapore Court of Appeal absolved the faithless director from most of his liabilities, relying on limited domestic precedent to the exclusion of a rich body of Commonwealth jurisprudence – including the House of Lords’ landmark Johnson v Gore Wood decision. This note explores the paths not taken by the court, and highlights the pitfalls of a narrow, autochthonous approach to problems of common law doctrine. [ABSTRACT FROM AUTHOR]

Corporate tax avoidance is a pressing issue of both national and international concern. Corporations usually claim that they are legally required to engage in aggressive tax strategies. But this Article proves that claim is incorrect when based upon the fiduciary duties owed to the corporation and its stockholders. Directors and other corporate managers often look to the classic case of Dodge v. Ford, which is ubiquitous in corporate law from the boardroom to the courtroom, as a North Star that guides them toward and defines their fiduciary duties to the corporation and its stockholders. In Dodge, the court held, "A business corporation is organized and carried on primarily for the profit of the stockholders. The powers of the directors are to be employed for that end." This holding has been interpreted by many directors and other corporate managers not only as a decree to relentlessly seek profit, but also as an absolute edict to maximize profits, even if it means hurting society, damaging the environment, or destroying anything standing in the corporation's path. The problem is that this interpretation of the Dodge mandate is wrong. The mandate requires only that directors and other corporate managers run the corporation "primarily for the profit of the stockholders," leaving room for other secondary considerations. Beyond that, many limitations on the Dodge mandate exist, including the business judgment rule, which gives directors and other corporate managers substantial discretion in running the corporation. The Dodge mandate, while offering general guidance as to how a corporation should be run, i.e. "primarily for the profit of the stockholders," utterly fails to offer guidance in assessing any specific analysis. As a result, other doctrines are needed to fill this gap. This Article discusses some of the doctrines, including corporate social responsibility, sustainability, and economics, that should be employed to protect society from the damage that tax avoid-ance can create. It concludes that while some minimal amount of tax avoidance may be acceptable, very aggressive forms of tax avoidance should be avoided. [ABSTRACT FROM AUTHOR]

The article discusses the legal aspects of America's affirmative action programs in relation to a constitutional law-based approach to ending sex disparities on corporate boards of directors as of 2017. The prevention of sex discrimination against women in America is addressed, along with the 30 Percent Club program which promotes female representation on corporate boards. The U.S. Equal Pay Act of 1963 is examined, as well as quota programs in other countries such as Norway and Great Britain.

At first glance, corporate waste makes no sense. The very definition of waste--a transaction so one-sided that no reasonable business person would enter into it, an act equivalent to gift or "spoliation"--suggests that it would never occur, for what corporation would ever enter into a transaction so absurd? Yet waste claims are regularly made against corporate managers. Respected judges have downplayed waste as a "vestige" and described it as "possibly non-existent," the Loch Ness monster of corporate law; but waste survives. It is a remnant of ultra vires, a doctrine proclaimed largely dead for the last hundred years--but waste is not dead. It confounds our model of managerial responsibility; after decades in which corporate directors' and officers' duties have been focused into the fiduciary duties of care and loyalty, waste sits outside that framework, for historically waste isn't a fiduciary duty at all. This Article, the first modern survey of the corporate waste doctrine, discusses the origin of corporate waste, documents and explains its survival, and tentatively foresees its demise. [ABSTRACT FROM AUTHOR]

The article discusses the author's views about the concept of purposive loyalty which governs the advancement of a person's goals and purposes, and it mentions fiduciary loyalty, a corporate director's fiduciary obligations, and a beneficiary's best interests. The corporate law scholarship of professor Lyman Johnson is examined, along with a duty of loyalty, and affirmative devotion to a corporation. Best interests loyalty and the avoidance of self-interested behavior are examined.

The article provides guidance regarding the standard of conduct for directors of benefit corporations in America as of 2017, and it mentions the prioritization of a specific public benefit. Directors' liability and fiduciary duties are addressed,, as well as a Model Benefit Corporation Act and the Patagonia Inc. outdoor apparel and equipment firm's social and environmental sustainability policies. State specific public benefit statutes in America are assessed.

The article discusses American corporate law in relation to a debate about the allocation of power between corporate boards and shareholders, and it mentions how shareholders face problems such as adverse selection and managerial moral hazard. The views of shareholder advocates are examined, along with issues involving shareholder removal, market prices, and shareholder primacy. Shareholder-manager relations are assessed.

The article discusses the development in directors and officers insurance coverage from October 1, 2015, through September 30, 2016 in the U.S. Topics discussed include case professional services exclusion in the context of service-related claims, junction between cyber insurance and directors and officers liability insurance for responding to potential data breach claim and malpractice claims against accounting firms with insurance broker.

The article focuses on the decision of Great Britain's Supreme Court in the case Campbell v Peter Gordon Joiners Ltd. regarding the piercing the corporate veil on implied statutory grounds. It mentions that the Court sets out a criminal penalty, also implicitly imposes civil liability on company directors if they consent or negligent in respect of company's failure to hold adequate insurance for the benefit of company employees.

Corporate directors committed to a failed business strategy or unduly influenced by the company's debtholders need a dissenting voice--they need shareholder nominees on the board. This Article examines the biases, conflicts, and external factors that impact board decisions, particularly when a company faces financial distress. It challenges the conventional wisdom that debt disciplines management, and it suggests that, in certain circumstances, the company would benefit from having the shareholders' perspective more actively represented on the board. To that end, the Article proposes a bylaw that would give shareholders the ability to nominate directors upon the occurrence of predefined events. Such targeted proxy access would incentivize boards to manage difficult operational and financial situations more proactively, while creating a reasonable oversight mechanism for shareholders if those efforts fail. Moreover, the urgency of a company's situation when a targeted proxy access provision is triggered may warrant more lenient shareholder eligibility requirements, thereby more readily introducing the shareholders' perspective into distressed situations. These refinements to traditional proxy access methodology also could benefit companies considering or adopting general proxy access. Nevertheless, the Article suggests that targeted proxy access is a more tailored solution that mitigates many of the concerns articulated in the proxy access debate and provides a better balance between management autonomy and accountability. [ABSTRACT FROM AUTHOR]

The article examines the laws concerning directors' powers in Great Britain and discusses the proper purposes rule. It reports that proper purposes doctrine is a cornerstone of the law of legal powers as codified in the British Companies Act 2006. It reports fiduciary obligations affecting a director as described in the rule.

The article examines the laws governing breaches of fiduciary duties by those in charge of corporations, shareholders of corporations, and members of limited liability companies. It reports that fiduciary relationships in corporations and LLCs are created largely by statute in Missouri. It mentions the duties owed by officers and directors to corporations and shareholders.

The article examines the laws concerning breaches of fiduciary duty by corporate directors. Topics discussed include correlation between board independence and corporate performance; business judgment rule related to reasonableness of a board's actions; and decision of Delaware Court of Chancery in the case 'Chen v. Howard-Anderson.'

The article use of new governance to describe the use of issuer-specific bylaws by both corporate boards and shareholders to structure governance rights in the U.S. It discusses the advantages to implementing governance reform through private ordering include firm-specific tailoring of corporate governance.

When investment banks advise on merger and acquisition (M&A) transactions, are they fiduciaries of their clients, gatekeepers for investors, or simply arm's-length counterparties with no other-regarding duties? Scholars have generally treated M&A advisors as arm's-length counterparties, putting faith in the power of contract law and market constraints to discipline errant bank behavior. This Article counters that view, arguing that investment banks are rightly characterized as fiduciaries of their M&A clients and thus required to loyally serve client interests. This Article also develops an analytical framework for assessing the liability rules that will most effectively deter disloyalty on the part of investment banks toward their M&A clients. Applying optimal deterrence theory, the framework shows why holding only banks liable for disloyalty is unlikely to effectively deter such disloyalty. Instead, it suggests the need for fault-based liability rules to be applied to corporate directors (of M&A clients) for their oversight of the banks they engage as well as the potential need for public enforcement of certain hard-to-detect conflicts. Applying this framework, this Article assesses existing law, focusing on recent Delaware decisions, generally supporting that law but arguing that it is unlikely to effectively deter advisor disloyalty. It suggests changes to addess the regulatory gap. [ABSTRACT FROM AUTHOR]

The article discusses a proposed reform of the shareholder derivative lawsuit process in the U.S. as of 2016, and it mentions American corporate law and governance, as well as the fiduciary duties of corporate directors and officers. Alternative dispute resolution practices and American federal statutes are examined, as well as calls for the expansion of the special litigation committee (SLC) concept and the recognition of the autonomy of corporate boards of directors.

The article discusses several of the legal duties and responsibilities of directors of not-for-profit (NFP) corporations in Florida as of 2015, and it mentions Florida common law, as well as corporate bylaws and articles of incorporation. According to the article, directors of Florida NFPs owe duties of care, loyalty, and obedience to other parties such as beneficiaries and donors. Florida statutes and corporate law are examined, along with U.S. federal NFP rules and regulations.

A number of commentators, as well as government reports, have argued that the UK's reliance on private enforcement mechanisms for breaches of directors' duties has generally been ineffective. Some argue that provision should be made in statute for public enforcement. Assuming that there is strength in this argument this article asks what form this public enforcement should take. The article considers the way that Australia has proceeded in the past 20 years or so in permitting the public enforcement of breaches of directors' duties, via both criminal sanctions and civil penalties. The argument advanced in this article is that despite the possible advantages that may flow from the introduction of a criminal enforcement regime, such a regime is unlikely to be adopted in the UK. Following an examination of the use that the Australian corporate regulator has made of the civil penalty regime the argument advanced in the article is that the introduction in the UK of a similar regime providing for the making of the same kind of orders would be beneficial. [ABSTRACT FROM AUTHOR]

The article focuses on the law regarding enforcement of nonprofit corporation fiduciary duties which represents a significant void within charitable sector regulation under the theories of corporate personhood and the U.S. common law. It mentions that inadequacy of current standing law in special interest doctrine to confront insufficiencies. It also mentions that nature of nonprofit corporate structures and the existence of corporations as legal persons and standings to sue directors.

The article discusses Delaware's duty of care in the wake of the passage of Section 102(b)(7) of Delaware's General Corporation Law in 1986 which deals with personal liability for duty of care breaches. The Delaware Supreme Court's ruling in the 1985 corporation law case Smith v. Van Gorkom is examined, along with legislative sanctions and a judicial reluctance to award monetary damages for breaches. The legal rights and obligations of corporate directors are also assessed.

The article looks at the ways for teaching corporate directors' duties in corporations class and discusses the courts' changing views on directors' duties in the U.S. It lists several cases of the different U.S. courts that can be used to teach the issue including the "Francis v. United Jersey Bank" and "Graham v. Allis-Chalmers Manufacturing Co." and "Joy v. North" that involve laws related to self-dealing transactions, corporate opportunity, and executive compensation.

This paper analyses the issue of whether directors may use reliance on professional advice as a defence to a claim for breach of duty to exercise care, skill and diligence under common law or companies legislation in England and Australia. While England and Australia share the same common law tradition and have similar statutory provisions on the standard of care of directors, an English court generally regards a director as acting reasonably when he seeks advice from a qualified and independent professional adviser in a specialist matter within his expertise. In the absence of any conflict of interest, reliance is only unreasonable if the circumstances are so plain and obvious that no prudent person will rely on the advice. In contrast, recent Australian cases, particularly ASIC v Healey, ASIC v MacDonald and ASIC v Fortescue, restrict the circumstances in which directors can rely on professional advisers, even in specialist matters. This paper argues that the difference in approach between the two jurisdictions can be explained on two grounds. First, the Australian cases can be distinguished from the English cases because the former are special situations dealing with matters involving non-delegable duties of care imposed by legislation. Second, the potential outcomes of the breach of the duty of care differ in England and Australia, and this difference has a much deeper, substantive influence on the content of the standard of care. Contrary to academic suggestion, it is suggested that the Australian developments may not always be appropriate in determining the scope of the defence of reliance on professional advice in England. [ABSTRACT FROM AUTHOR]

The "Law and Finance theory" - which offers analytical frameworks to measure the protection of public investors and the quality of corporate governancehas dominated the comparative corporate governance scholarship in the last decade. So far, many proponents and critics have had debates on the relevance of the theory and the implications of the theory's empirical studies. Several important points in relation to voting leverage and shareholder protection, however, have been highly neglected in these debates. In particular, the significance of the one·share·one·vote (OSOV) and the one·share·multiple· vote (OSMV) has been inappropriately underestimated. In response, this Article explores (1) why OSOV (or OSMV) is a critical component of corporate governance; and (2) how OSMV makes some components of the Anti·Director Rights Index (ADRI)--perhaps, the most significant corporate governance index so far--less meaningful. In addition, this Article offers critical examinations on components of ADRI. Features of a controlling shareholder regime (including controlling minority structure) are closely examined in the context of OSOV/OSMV and the ADRI. To these ends, this Article provides examples, explanations, and evidence from China and Korea in addition to traditional U.S.·based corporate governance theories. [ABSTRACT FROM AUTHOR]

This study examines the severity of the problem entailed by private benefits extraction in the corporate arena and, from there, underscores the need to fortify the legal treatment of the duty of loyalty of directors, where the author places the very heart of any meaningful corporate law. Following this examination, the author proceeds to identify the principal insufficiencies or imperfections that have traditionally beleaguered our legal framework and assesses the measures implemented by the recently adopted Law 31/2014 (amending the Companies Act to improve corporate governance) to mitigate them. This exercise enables the fundamental aspects of the duty of loyalty to be dissected, thereby revealing the basic structure of the new regulations. [ABSTRACT FROM AUTHOR]

The article focuses on employee status of directors of corporations and cases that dealt with legal claims based on directors' characterization. Topics discussed include identification of directors as an employee or an independent contractor, consequences related to the employee status of directors on employment relations, and the Great Britain Court of Appeal's decision in case Secretary of State v. Neufeld that addressed employment claims made by directors who controlled shareholders.

The article offers information on a general principle that management and control of a corporation is vested in the board of directors with reference to the judicial decision of the Missouri Court of Appeals in the case of Robinson v. Langenbach. It discusses several cases including Struckhoff v. Echo Ridge Farm Inc. related to shareholder oppression, Turner v. Gateway Bobcat of Missouri Inc. regarding default judgments, and Davison v. Dairy Farmers of America Inc. for age discrimination.

This paper challenges the prevailing assumption that the directors' duty to act for proper purposes under s 171 (b) of the Companies Act 2006 is well-grounded on authorities such as Howard Smith Ltd v Ampol Petroleum Ltd, Hogg v Cramphorn Ltd, Lee Panavision Ltd v Lee Lighting Ltd and Extrasure Travel Insurances Ltd v Scattergood. It advances the argument that a close analysis of these authorities shows that, despite the use of the language of proper purpose, the primary and central justification for impugning the director's exercise of powers in question is that an implied term of the company's constitution was contravened. Given that case-law support for the proper purpose duty is at best overstated and at worst misconceived, a consideration of whether future cases concerning whether directors have breached their duties should be decided on the basis of whether an implied term of the constitution has been contravened under s 171(a), instead of whether directors have exercised their powers for proper purposes under s 171(b), is warranted. It is submitted that deciding cases based on implied terms under s 171(a) is more defensible because: (i) high authorities such as Attorney General of Belize v Belize Telecom and Equitable Life Assurance Society v Hyman endorse the use of implied terms as a technique for controlling the exercise of discretionary powers conferred on directors; (ii) a principled approach for implying terms can be derived from these authorities; (iii) there are safeguards that are built into the doctrine of implied terms; (iv) the application of the improper purpose doctrine gives rise to perennial problems; and (v) that doctrine is based on a fallacious conceptual justification. [ABSTRACT FROM AUTHOR]

The article focuses on issues surrounding the exercise of director of corporation's powers in Australia. Topics discussed include Australian law under which the directors of a company are treated with the equitable doctrines of fiduciary law, the Australian Corporations Act 2001 and case Bristol and West Building Society v. Mothew. It also mentions the case New South Wales High Court case Darvall v. North Sydney Brick & Tile Co Ltd.

The general duties owed by directors to their companies are a critical element of company law overall, and corporate governance in particular. If these duties are breached, the board, acting on behalf of the company, is empowered to decide whether to take action against the miscreant directors. If no action is taken then shareholders are permitted to initiate private derivative actions against the directors on behalf of the company. This might be seen as the primary private enforcement mechanism used in the UK when directors commit breaches. But there have been relatively few actions commenced by shareholders, probably because of the many disincentives that exist for them. Given this state of affairs, this paper examines whether there is a need for the public enforcement of duties by some authority so that there is an enhancement of corporate governance in the UK. [ABSTRACT FROM AUTHOR]

Questions about directors' duties and a company's creditors have again become topical. Those questions have been asked and answered by reference to a theory that the directors of a company must have regard to the interests of the company's creditors. And that theory may be seen to have been given particular content by the decision of the Court of Appeal of Western Australia in what has come to be known as 'the Bell Group litigation'. One of the principal purposes of this paper is to explore the foundations and limits of 'the consider-creditors theory'. It does so by referring to directors' duties to the company and the notion of the 'interests of the company'. And it concludes that 'the consider-creditors theory' is properly to be understood as a solution in search of a problem. [ABSTRACT FROM AUTHOR]

The interaction between corporate social responsibility (CSR) obligations and directors' legal duties is underexamined. This article addresses that void by examining directors' duties in case law and legislation across the major commonwealth countries and the U.S.A. It provides an analysis of leading cases and examines how they deal with directors' duties, the doctrine of shareholder primacy, corporate legal theory and CSR. The article reviews fiduciary relations and duties and analyzes the directors ' duties to exercise power in the best interests of the company as a whole and for proper purposes. The article concludes that CSR is well within the accepted range of directors' duties and, in some instances, mandates. [ABSTRACT FROM AUTHOR]

The article focuses on the fiduciary duties imposed on directors and officers in insolvent companies in the U.S. Topics discussed include liabilities on corporate officers in financially distressed companies; anatomy of the fiduciary duties imposed by corporate law in the U.S.; and creating a legal obligation to file for insolvency proceedings.

The article discusses the Supreme Court of Delaware's ruling in the 1986 case Revlon Inc. v. MacAndrews & Forbes Holdings Inc. which deals with the duties of corporate directors in relation to merger and acquisition (M&A) activities. Breaches of duties and Delaware decisional law are mentioned, along with a Revlon duty which focuses on the efforts of directors to maximize shareholder value. Directors and officers liability insurance and fiduciary duties are examined, along with damages.

The article discusses a reported rise in the popularity of lawyer-directors of corporations in America as of January 2014, focusing on the work of lawyer-directors in regards to chief executive officer (CEO) compensation, protecting shareholder interests, and increasing the values of public companies in the U.S. The impacts of lawyer-directors on corporate monitoring are mentioned, along with patents in America and reductions in corporate risk-taking. Senior managers are also assessed.

Directors owe their duties primarily to the company. Those duties shift to the creditors whenever the company is in dire financial straits. The directors are required in such a situation to ensure that the affairs of the company are conducted in such a manner as would not put in jeopardy the recovery by the creditors of debts owed to them by the company. Company statutes in different jurisdictions seek to ensure that the directors adhere to this principle by making provisions against fraudulent trading. The difficulties associated with the proof of various elements of the offence as provided in the statutes have compelled the Parliament in some jurisdictions to incorporate a civil element into the apparently criminal provisions with a view to easing the burden of proof and invariably the punishment for the offence of fraudulent trading. The courts' interpretations of the various criminal elements of the provisions and other developments of the law in different jurisdictions, especially in the United Kingdom, South Africa and Lesotho, are examined with a view to ascertaining how best those provisions could be employed to afford adequate protection to the creditors in the modern corporate world. [ABSTRACT FROM AUTHOR]

Corporations that have allegedly violated the Foreign Corrupt Practices Act (FCPA) increasingly face a new threat of liability: cases brought by private plaintiffs in follow-on derivative suits. These derivative suits for breaches of fiduciary duty focus on whether directors provided the necessary oversight through compliance systems designed to detect and prevent FCPA violations. The demand requirement, a procedural hurdle of derivative suits, has stymied plaintiffs that are unable to show that directors cannot disinterestedly assess whether to pursue a claim for violations. This Note proposes a framework that systematizes the factual scenarios under which the demand requirement could be excused. Using other instances of regulatory violations as a lens, courts can infer that directors knew of FCPA violations based on patterns of bribes and the importance of bribery to the overall business of the corporation. Only plaintiffs that have utilized procedural devices to inspect corporate books and records, however, can expect courts to reach this inference of director knowledge. Despite being much maligned, the follow-on derivative suit may actually clarify the duties of directors in FCPA compliance and advance the corporate governance reforms of corporations, separately from the deterrent effect of government enforcement. [ABSTRACT FROM AUTHOR]

The article discusses preferred stockholders and corporate law in America as of June 2013, focusing on a response to the article "A Theory of Preferred Stock" by William W. Bratton and Michael L. Wachter which appears in the same journal. Corporate directors and their duty to protect the bargained-for expectations of preferred stockholders are addressed, along with fiduciary duties and legal matters such as the Delaware Supreme Court case Revlon Inc. v. MacAndrews & Forbes Holdings.

The article discusses the U.S. Court of Appeals for the Fourth Circuit's ruling in the case United States v. Danielczyk in 2012 which deals with American campaign finance laws, U.S. constitutional law, and a ban on direct political contributions from corporations to candidates. The U.S. Supreme Court case Citizens United v. FEC is addressed, along with corporate chairman William P. Danielczyk, Jr.'s alleged illegal fundraising for then-U.S. presidential candidate Hillary Clinton in 2007.

The article discusses shareholder representative litigation, Delaware corporations laws, and several refinements to the Delaware Court of Chancery's procedures as of January 2013. Various corporate scandals are addressed, including events involving the financial services firm Enron, the securities company Tyco International, and the backdating of stock options. The obligations of corporate directors are examined, along with Delaware civil procedure rules and alternative business entities.

The article discusses the legal position that the director with expired position occupies, particularly because of continuation in the exercise of the direction of the company as «de facto director». It is had to relate, at the same time, with the recognition of the faculty to call a General Meeting for the appointment of directors, with and any further cases of compulsory dissolution and insolvency proceeding, and with the rights of third parties of good faith when the expiry does not appear in the Mercantile Registry. All this projects in the sphere of the responsibility of the director with expired position from different aspects of regulation. [ABSTRACT FROM AUTHOR]

This paper asks whether there is a role for the securities commission (financial regulator, in some jurisdictions) in the design and enforcement of corporate governance. It warns that securities commissions acting alone cannot assure good corporate governance, and argues that the promotion and regulation of corporate governance is more effective with the cooperation of, and the input from, the corporate sector--given its experience and insights--with the role of the securities commission, in the words of former US Securities and Exchange Commission (SEC) chair William O. Douglas, being limited to holding the shotgun behind the door. [ABSTRACT FROM AUTHOR]

Board diversity has been a hot topic for several years. However, it is only in recent years that pertinent questions have been asked about what is actually meant by board diversity and what would constitute a board with an ideal diversity. In the past the debate on board diversity has always been dominated by the lack, or very low numbers, of females on boards. This has been a fact in most countries with sophisticated corporate law and corporate governance systems in place. The issue of female representation on boards still dominates the board diversity debate, but other forms of diversity, including age, cultural, nationality and race have also become part of the debate. The quest is to find answers to questions like whether a diversified board would be better, and whether diversified boards will ensure a better return for investors; in other words, whether there is a 'business case ' to be made out to have diversity on a board. Many studies have been done, but the answer is still evasive. This is not totally unexpected as the criteria used for these studies differ and the circumstances and complexities of business are such that a final conclusion will probably never be reached. In this article we focus on the board diversity debate in Europe, Australia and South Africa - three completely different parts of the world. In addition we devote Part V to put the topic of board diversity in a broader context, but paying particular attention to gender diversity. [ABSTRACT FROM AUTHOR]

In the context of the internationalization of Spanish companies, it is usual that partners, directors or employees of the Spanish parent companies are appointed as directors of foreign subsidiaries, who, often, are not resident in the countries where such subsidiaries are incorporated. The appointment as director implies a number of obligations and responsibilities, which, although in many cases are similar to those foreseen in Spanish law (and which are more familiar to those persons), in other cases have distinctive features or peculiarities, which have to be taken into account to avoid situations of liability due to inadequate knowledge of such circumstances. The article deals with the subsidiaries in Poland and Romania, as well as potential consequences arising there of in Spain, from a practical and general perspective [ABSTRACT FROM AUTHOR]

Traditionally, courts have been concerned that fiduciaries do not place themselves in positions of conflict where their interests conflict with those for whom they should be acting, and to whom they owe duties. This concern led to the no-conflict rule, which has been applied to directors of companies for many years. The rule has been applied strictly by the courts, and any directors wanting relief from the rule have had to obtain the consent of their shareholders. Section 175 of the Companies Act 2006 now permits the board of directors to approve of a conflict. This article examines the authorisation process in section 175 that permits boards to authorise a director's conflict. The primary aims of the article are to assess whether the issues and concerns that can be identified in relation to this process are substantive and to examine whether there are any alternatives to it which could provide a fairer and better option. After undertaking this analysis, the article concludes that the present authorisation process should be retained, but with some modifications. [ABSTRACT FROM AUTHOR]

The article reflects on the corporate governance standards which is a latest regulation regarding corporate conduct and include stock exchange listing rules, guidelines for investors and director's duty. It examines the nature and effect of the proposed standards on the corporate governance and also evaluates the revised corporate governance standards of Australian Securities Exchange Ltd.

The article reflects on the 'enlightened shareholder value' as stated in of Great Britain's Companies Act 2006 which requires the corporate directors to perform work that aids in the success of the company. It mentions the principles of the act regarding the duty of directors which include interest of employees, decision's impact on business relations with suppliers and business conduct. It highlights that the standard protect the interest of stakeholders.

The article discusses the court case ASIC v. Healey that is commonly known as Centro Liability Decision which examines the duties of directors and corporate governance. It also discusses the U.S. court case Smith v. Van Gorkom to provide legal insight for duty of care. It mentions that the Australian Securities and Investments Commission (ASIC) has claimed that the financial reports provided by the company are not relevant with the accounting standards and regulations.