RELEVANCE OF FINANCIAL MARKETS CONDUCT PRINCIPLES TO THE INTERPRETATION OF DIRECTORS' DUTIES.

Two recent cases, one from New Zealand and the other from the UK, highlight issues relating to the intersection between company law and securities law. In one, the directors attempted to defend alleged breaches of the statutory duty to make full prospectus disclosure by asserting that they were acting in the best interests of the company. In the other, the directors' actions of disenfranchising certain shareholders in the course of attempting to secure transparency in share ownership were challenged as being for an improper purpose. This article argues that both courts would have been assisted by giving fuller consideration and weight to the principles of securities law that underlie the disclosure and transparency rules, and using those principles to guide their decisions on company law issues. [ABSTRACT FROM AUTHOR]