Show Summary Details
Company Law

Company Law (6th edn)

Brenda Hannigan
Page of

Printed from Oxford Law Trove. Under the terms of the licence agreement, an individual user may print out a single article for personal use (for details see Privacy Policy and Legal Notice).

date: 30 September 2023

p. 22312. Duty to avoid a conflict of interestlocked

p. 22312. Duty to avoid a conflict of interestlocked

  • Brenda HanniganBrenda HanniganProfessor of Corporate Law, Law School University of Southampton


This chapter discusses the director’s duty to avoid a situation in which he has, or can have, a personal interest conflicting, or which possibly may conflict, with the interests of those whom he is bound to protect (the no-conflict rule); and the equally inflexible rule that, without consent, a person in a fiduciary position is not entitled to profit from that position (the no-profit rule or, more accurately no secret profit rule). These key obligations are discussed in detail, exploring the extent of the strict duty to avoid a conflict and the judicial attitude to breaches of duty. The need for disclosure and authorisation is discussed. Benefits from third parties and conflicts from proposed transactions with the company are also addressed.

You do not currently have access to this chapter

Sign in

Please sign in to access the full content.


Access to the full content requires a subscription