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Director (breach (Civil: S.181 (S.1317G Pecuniary penalty of up to 200000,…
Director
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Conflict of interest: must not place him or self into this postionUNLESS:permission of co is obtained or constitu.
general law: harsh, and priority to s/h
makes personal profit as a result of position as a director: even if the co can not take up that opportunity unless company formally agrees : Regal Hasting v Gulliver
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Statutory duty
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Prohibition of use of position S.182 or information from that positionS.183 to gain advantage for themselves or someone else or cause detriment to the co.----> statutory version of Regal Hasting v Gulliver
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S.198A replaceable rules: the business of the company is to managed by or under the direction of its directors
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Good faith: Act honestly: the best interest for the company, not themselves or a praticular s/k group (eg. major shareholder)
Interest of company: Members (generally when solvent/co separately/ creditors (gets priority as co insolvent (this is not duty to creditors it is duty to co./other co in the gp S.187 Which means based on constitu. and in the best interest of holding and it is not insolvent/ees, customers, suppliers, community
however, balance! and act fairly ( see oppressive action previous lecture)
S.187 not applied if person in that position considers it is not reasonable, so each co has its own interest
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improper:1. entrench the existing board 2. fight off existing take over bid 3. make majority minority
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however, S.1071F :can not be used for improper purpose
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It will not contravention if: 1. Co. consent: full disclosure made to members in general meeting and members ratifying by ordinary reso. or2. constitu. permits it with full disclosure to board and full disclosure is made (pty S.194 and public S.195)
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Breach of S.181, 182, 183/ Contravention of related party provision S.208/Financial assistance S.260A/
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General law duty: civil remedy claim for damages/account of profit/ recission of contract (common law)
Statutory: S.191 fine 1100 and/or 3 months prison/S.195 fine 550/S.182 and S.183 civil/S.184 Criminal provision/Chapter 2E (S.208): civil provision