directors' personal use from the confidential information of company and opportunities that result from it with recognition in the British legal system

Document Type : Research Paper

Author

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10.22099/jls.2022.40925.4423

Abstract

Directors of companies are main agent of corporation and they are aware from confidential information, orders, contracts and negotiations; thus it is possible that misuse the opportunities of the corporation for their own interests. The legislature has prohibited the unauthorized acquisition and use of any information, the disclosure of secrets and the disclosure of trade secret information, and determined civil and in some cases criminal liability; but in the case of acquired wealth, beyond the damage to the company, the guarantee of the above performances is not deterrent. The directors in case of breach of duty of loyalty and earn benefit in the above assumption are required to refund the acquired interest to that commercial institution in the British legal system. The necessity to use of information and opportunities of the company in the interests of it, can be proved as a jurisprudential and legal rule and if the manager personally or through his affiliated company exploits confidential business information and the wealth is acquired by objectifying it, those profits can be attributed to the company as a result of ownership of the information and in the event that the role of the news is not important in the acquisition of profits, It is possible to pay a consideration's payment due to breach of contract and destroying the obvious benefit.

Keywords

References

Burrows, Andrew (2011) The Law of Restitution, Third edition, Oxford: University Press.
Bourne, Nicholas (2013) Bourne on Company Law, sixth Edition, London And New York: Routledge.
Campbell, Joseph Charles (2014) "Fiduciary Relationships in a Commercial Context", Sydney Law School Research Paper, No. 14/26, 1- 69.
Cook v Deeks (1916) "Cook_v_Deeks 1 AC 554, UKPC 10", (2019 11--08), in: https://en.wikipedia.org/wiki/Cook_v_Deeks .
Cook v Deeks (1916) "Cook_v_Deeks 1 AC 554, UKPC 10" (2019 11--08), in: https://swarb.co.uk/cook-v-deeks-and-hinds.
Davies, John (2007) "A guide to directors’ responsibilities under the Companies Act 2006", ACCA.
Dine, Janet and Marios Koutsias (2009) Company Law, Seventh Edition, Basingstoke: Palgrave Macmillan Law Masters.
Griffin, Stephen (2006) Company Law Fundamental Principles, Longman.
Gordley, James (2000) "The Common Law in the Twentieth Century: Some Unfinished Business", California Law Review, Vol. 88, No. 6, December, pp. 1815- 1876.
Industrial Development Consultants Ltd v Cooley (1972) "Industrial Development Consultants Ltd v Cooley, 1 WLR 443 ", (2021- 9-2), in: https://swarb.co.uk/industrial-development-consultants-ltd-v-cooley-1972/.
Island Export Finance v Umunna: ChD (1986) "Island Export Finance v Umunna: ChD, BCLC 460", (2021- 9-2), in: https://swarb.co.uk/island-export-finance-v-umunna-chd-1986/.
Laby, Artur B. (2008) "The Fiduciary Obligation as the Adoption of Ends", Buffalo Law Review, Vol. 56, No. 1, pp. 99- 166.
Miller,Paul B. (2011) "A Theory of Fiduciary Liability", McGill Law Journal / Revue de droit de McGill, Vol. 56, No. 2, pp. 235- 288.
Martin, Elizabeth A. (1384) Dictionary of Law, Fifth edition, Oxford: University Press.
Nosworthy, Beth (2010) "Directors’ Fiduciary Obligations: Is the Shareholder an Appropriate Beneficiary?", Australian Journal of Corporate Law, Vol. 24, No. 3, pp.282- 307.
Radan, Peter, Stewart, Cameron (2010) Principles of Australian Equity and Trusts, Chatswood: LexisNexis.
Regal (Hastings) Ltd v Gulliver (1942) "Regal (Hastings) Ltd v Gulliver, 1 All ER 378,, 2 AC 134,, UKHL 1 ", (2019 11--15), in: https://en.wikipedia.org/wiki/Regal (Hastings) Ltd v Gulliver.
Regal (Hastings) Ltd v Gulliver (1942) "Regal (Hastings) Ltd v Gulliver, 1 All ER 378,, 2 AC 134,, UKHL 1 ", (2019 11--15), in: https://lawcasesummaries.com/knowledge-base/regal-hastings-ltd-v-gulliver-1942-ukhl-1/.
Smith, Gordon (2002) "The Critical Resource Theory of Fiduciary duty", Vanderbilt Law Review, Vol. 55, No.5, pp 1399- 1497.  
Stuart, Sime, Taylor, Margot (2014) Company Law in Practice, Tenth edition, Oxford: University Press.
Williamson, Oliver E. (1985) The Economic Institutions of Capitalism Firms, Markets, Relational Contracting, New York: Free Press.
 
 
Journal of Legal Studies
Volume 14, Issue 3 - Serial Number 45
October 2022
Pages 127-160

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