Authors: Mihir Naniwadekar
Addresses: National Law School of India University, Nagarbhavi, Bangalore 560072, India
Abstract: This paper looks at the fiduciary duties of directors from a legal perspective, focusing on the application of the |corporate opportunity| doctrine in different jurisdictions. After looking at the rationale, scope and content of the doctrine, the paper notices the contrasts between the strict English principles enunciated in the famous case of Regal (Hastings) v. Gulliver and the more lenient approach taken in other jurisdictions such as the USA, Canada and India. In substance, this paper argues that the strict traditional English principles are difficult to justify on policy and principle, and seeks to restate the rules so as to avoid undesirable and inequitable outcomes.
Keywords: company law; fiduciary duties; corporate opportunity; corporate information; equity; corporate governance; board of directors.
International Journal of Corporate Governance, 2008 Vol.1 No.2, pp.197 - 206
Published online: 05 Oct 2008 *Full-text access for editors Access for subscribers Purchase this article Comment on this article