23. Directors’ Duties. © Oxford University Press, 2007. All rights reserved. Directors’ Duties. Learning Objectives: Understand the duties of directors and other company officers;
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© Oxford University Press, 2007. All rights reserved.
Statutory and Fiduciary Duties: Shareholders
See:- Walker v Wimborne (1976)137 CLR1
See:- T.Ciro The Twilight Zone Revisited: Assessing the Enforceability of Pre-liquidation Transactions in a Corporate Group Insolvency (2005) 20(11) Journal of International Banking Law and Regulation 590.
Duty to Act with Due Care, Skill and Diligence: Key Requirements for S.180:-
See: Rogers J inAWA Ltd v Daniels t/as Deloitte Haskins & Sells and Ors (1992) ACSR 759
Duty to Act in Good Faith & Proper Purpose: S.181 Civil
Duty not to misuse your position to gain an advantage or cause detriment: S.182 Civil
Duty not to misuse your position to obtain & use information: S.183 Civil
Director or company officer must not improperly use the information to:
See: Australian Securities and Investments Commission v Vizard  FCA 1037.
Duty of Good Faith, use of position and use of information: s.184 Criminal
Imposes criminal liability on company directors/officers who act:-
and fail to exercise their powers and discharge their duties:
Section 184 contains two offences:-
See: R v Rivkin 59 NSWLR 284.
Avoiding Conflicts of Interest: Fiduciary Duty
See: T. Ciro and M. Fox, Financial Service Providers in Australia: Managing Conflicts of Interest (2006) 17(1) International Company and Commercial Law Review 6.
See: ASIC v Vizard  FCA 1037
Related Party Transactions: Chapter 2E
Section 229(3) provides some examples of providing a financial benefit:-
Consequences of Breach: s.209
Arm’s length Defence: s.210
Duties owed to Creditors: When does the duty arise?
See: Walker v Wimborne (1976) 137 CLR 1.
S.588G Corporations Act
Liability of Directors for Breaches of Director’s Duties
Civil penalties including:-
See: Rich v Australian Securities and Investments Commission (2004) 50 ACSR 242.
LIABILITY OF DIRECTORS FOR INSOLVENT TRADING
See: Elliott v ASIC(2004) 205 ALR 594.
Additional Remedies & Penalties