To all those reading this I am David Gibbs; I am a Lecturer in Law at the University of East Anglia.

I created this blog as a general out-let of ideas for my research, as well as keeping those interested up-to-date on my research and general interests.

I completed my PhD thesis at the University of East Anglia in 2014. The thesis was recommended for the award of PhD with no corrections. My external examiner was Prof. Simon Deakin (Cambridge) and internal examiner was Prof. Morten Hviid.
My PhD research centred on directors' duties and company law. The thesis was titled 'Non-Executive Self-Interest: Fiduciary Duties and Corporate Governance'. It was a doctrinal and empirical study on whether self-interest was suitably controlled amongst non-executive directors.

My supervisors were Prof. Mathias Siems, Prof. Duncan Sheehan, Dr. Sara Connolly and Dr. Rob Heywood

All opinions of any existing or future blogpost are my own. They do not necessarily represent the views of any of my associated institutions.
ORCID 0000-0002-6596-8536

Tuesday, 9 November 2010

Understanding Conflicts of Interests

OK! So I am about to re-write my chapter on a director's duty of loyalty and his duty to avoid a conflict.

The main point of the work is to get across how we understand the duty of loyalty in a fiduciary relationship between director and shareholder. A lot of work seems to focus either on fiduciary duties generally or attempts to categorise them.

This chapter will look specifically at the director's duty. The main focus is pointing out the law relating to a director's fiduciary duties developed not out of company law but out of notably trusts and partnership law. Where both fiduciaries in those relationships are distinct from that of shareholder/director. It may be seen as a little naive by some judges and academics to just assume the duty applies the same to this fiduciary relationship as it does to the others.

Developing the law based on principles from other doctrines such as trusts leads to unnecessary and restrictive rules on the director who is fundamentally a different character from a trustee.

Trusts law relating to the relationships of the parties developed not on principles of economics but more on those of religion, morality and social.

The confusion of the exact nature of a fiduciary's duty of loyalty has lead people to believe there are two distinct rules inherent in this duty. That of no-conflict and no-profit. This chapter aims to show that two distinct rules in a director/shareholder relationship are restrictive and unnecessary let alone doctrinally flawed.

Many reasons for this approach have been unearthed including those of shareholder protection, disclosure, requirements, multiple directorships and so on.

I also plan to do some empirical work in relation to this chapter to gather evidence of directors (exec and non-exec) serving on more than one board, either concurrently or consecutively and look for correlations in market value of those firms.

I am presenting this work internally at UEA tomorrow in our research seminar group.

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