Prior to resigning, a director must take care not to place himself in a position of conflict; however, the precise point at which preparations for the establishment of a competing business by a director become unlawful will turn on the actual facts of any particular case; the touchstone for what, on the one hand, is permissible, and what, on the other hand, is impermissible unless consent is obtained from the company or employer after full disclosure, is what, in the case of a director, will be in breach of the fiduciary duties: see Shepherds Investments Ltd v Walters [2006] EWHC 836 (Ch) at [108], [2007] 2 BCLC 202 per Etherton J
A director is entitled to organise a state of affairs in anticipation of setting up a business after resigning from his former company, and to conduct that business in competition with his former company's business, provided that before his resignation he does not cross the line from legitimate preparation for future competition to breach of his fiduciary duty by performing more than mere preparatory acts and undertaking illegitimate activity such as working for a competitor, personally competing while still a director, concealing or diverting matured or maturing business opportunities, misusing the company's property, including confidential information and assets, or taking the steps necessary to establish a competing business so that it is up and running or ready to go as soon as the director resigns: see Berryland Books Ltd v BK Books Ltd [2009] EWHC 1877 (Ch), [2009] 2 BCLC 709 (revsd in part, without affecting this statement of principles, sub nom Berryland Books v Baldwin [2010] EWCA Civ 1440, [2010] All ER (D) 209 (Dec)).