LAWS2014 Lecture Notes - Lecture 7: Objective Test, Implied Consent, Windfall Gain
Document Summary
Directors owe fiduciary duties to the company (mills v mills). There is no definition of a fiduciary (hospital products ltd v united states. Two b class shares were issued to m, wife of c, which carried full voting rights after death of c, provided they were held by the original allottee. C class shares were held by sons and daughters of c and m which carried rights to share in profits and surplus capital but no voting rights: c and m were divorced. Sons fell out with c. sons applied to court to have share register of company rectified to reflect allotment of the additional b class shares. Interestingly the decision to invalidate the share issued was advantageous to the director who issued them and changed his mind. 1. 1 duty 1: to act in good faith (bona fide interests of company)
