directors' duties cases Flashcards
hydrodam(corby) ltd
types of director
shepherds investment v walters
director liable for taking active steps to promote a competing business secretly then leave office
re barings
Parker J a board may delegate but they still have a continuing duty to acquire and maintain a sufficient knowledge and understand of the company business and supervise
bhullar v bhullar
CA held: even finding a interest that could benefit the company in the land conflicted with a duty to promote the company
robert v fröhlich
experienced property developers continued trading despite being in financial difficulties held: breach of objective and subjective duties ‘wilful blindness’
dorchester finance v stepping
the exe and non-exe directors should be held to the same standard of care
howard smith v ampol petrolium
lord wilberforce two pronged test for assessing whether something is within powers 1) ascertain the limits 2) determine the substantial power for what is has been exercised with (objectively)
Royal Hastings v Gulliver
company directors profited from selling shares from the acquisition of a cinema
aberdeen railway v blaikie bros
director was a director of two companies - contracted to supply materials between the two companies HL held: the contract was voidable as it included self-dealing
percival v wright
directors did not breach duties through non disclosure of sale of company when shareholders approached them asking to sell their shares
criterions property v stratford property
poison pill arrangment
re smith and fawcett
provisions in the articles allowed the shareholder to not transfer shares Lord Greene MR directors must exercise their discretion as bone fide in what they consider in the best interest of the company and not for any collateral purpose - here c was acting in the best interests
item software v fassihi
if there was no reasonable explanation as to come to the conclusion that it was in the interest of the company, then the director will be in breach
re d’jan of london
d’jan failed to read a simple form before signing it Hoffman LJ held that this was below the standard expected for a reasonable diligent person
peskin v anderson
Mummery LJ: duties to individual shareholders dependant upon establishing a ‘special factual relationship’ between the directors and the shareholders in a particular case’
