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 two rules, as the most important fiduciary obligations, are considered in detail alongside the extensive case law addressing these duties. Hence consideration is given to the scope of the no-conflict, no-profit obligation, the limitations on exploiting property, information, or opportunities, looked at from the company’s position and the position of the conflicted director. The position on resignation and the possibilities of authorisation are also considered. Benefits obtained from third parties as well as conflicted transactions with the company are also addressed
