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Reconfiguring the No Conflict Rule: Judicial Strictures, a Statutory Restatement and the Opportunistic Director

Brenda Hannigan

(2011) 23 SAcLJ 714

This article explores the scope of the no conflict duty as it applies to company directors in the UK in the light of the bright-line statutory formulation of the duty adopted in the Companies Act 2006. That statutory clarity sits alongside existing judicial disagreements, however, on key aspects of the duty, such as whether directors have a duty to disclose information to their companies and the significance to be attached to the scope of a company’s business. The question is whether the statutory formulation affords the courts the opportunity now to develop a more coherent statement of this most important duty.