Directors owe to the company many duties which must be adhered to, this essay will focus on the duties that arise in relation to the "personal exploitation" of the corporate opportunities that arise which sometimes pose too much temptation for the directors of a company which could cause them to be lead astray in the sense that they could see a personal benefit and perhaps the money signs are too much for them. Then this essay will look at the different judicial approaches to the rule and if they are the correct ones or not by analysing some of the responses to past case law in the UK in contrast to other countries briefly
Fiduciary Duties
It must be remembered that directors are a separate legal personality and so is the company, they are not the same this is where most people become confused they think of the two of them as one. Directors owe the duties to the company alone and not the shareholder s, this is reflected in the Companies Act 1985 in s309. It could be said that the directors of the company are fiduciaries and they must use their power of "trust and confidence" in good faith for the best interests of the company. " For example in relation to company assets a director as a trustee, is taken to be a steward of the company so that they must act without any additional purpose, such as self interest which would effect the main and overriding interest of the company" . It is almost essential that directors act in the best interest of the company and remember their fiduciary position and duties owed to the company and not to themselves which is what happened in the case Aberdeen Railway Co v Balkie Bros 1854 this is where the director made himself a secret profit out of his fiduciary position it was a conflict of interest and he acted for his ...