THE CODIFICATION OF DIRECTORS’ DUTIES: CAPTURING THE ESSENCE OF THE CORPORATE OPPORTUNITY DOCTRINE

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John Lowry

DOI:10.22495/cbv2i2art3

Abstract

It is suggested in the paper that section 176 is too compendious in its drafting. A consequence of this is that the declared objectives of the CLR to make the law
comprehensible and, therefore, accessible is undermined. It fails to capture the essence of the principles that have emerged from the case law on the no-conflicts rule and the corporate opportunity. Further, the differing approaches towards the determination of liability by the Court of Appeal in Bhullar, on the one hand, and the more open textured approach towards the issue in Pyke, illustrates the dichotomy of the case law surrounding the corporate opportunity doctrine which the language of section 176 fails to resolve.

Key Words: Director’s Duties, Corporate Governance Opportunity Doctrine, Corporate Governance Codes

How to cite this paper: Lowry, J. (2006). The codification of directors’ duties: Capturing the essence of the corporate opportunity doctrine. Corporate Board: role, duties and composition, 2(2), 22-36. http://doi.org/10.22495/cbv2i2art3