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
Wednesday, 6 April 2011
Article Publication Released
A bit later than expected due to inadequacies in the postal service but my gratis copy of my article has been received and here it is!
Hai yeah. My name is Foong. I'm doing law in University of Leeds. Can I just ask you a question? Lowry and Edmund said that s.175(2) has regarded the corporate opportunity ‘as an asset belonging to the company which may not therefore be misappropriated by the directors’. Do you agree with them?
Alan Dignam and John Lowry, Core Text Series: Company Law (6th edn , OUP, 2010) 342
Corporate opportunities is something I have extensively worked on during the beginning of the year although it has taken a back seat due to data collection.
I would disagree as an opportunity is not something that can reified, meaning you cannot own an opportunity.
From the extensive literature it would appear that the requirement of an "opportunity" is negligble at best and what is required is a conflict of interest. Determining what an interest is difficult. I myself believe a conflict of interest will include any corporate opportunity within the company's scope of business as determined in Aas v Benham. However, cases like Re Allied Business seem to determine anything the director hears about in the course of his directorship to be something that can be determined as a conflict. I disagree with this latter argument as I believe it can be too difficult to determine when a director is acting in his capacity as a director.
A good article on the topic are D Kershaw, 'does it matter how the law thinks about corporate opportunities' (2005) 25 Legal Studies. This should be read in conjunction with Boardman v Phipps.
Hopefully my work will be published once I get round to editing it and shall blog about it if it does.
Hai yeah. My name is Foong. I'm doing law in University of Leeds. Can I just ask you a question? Lowry and Edmund said that s.175(2) has regarded the corporate opportunity ‘as an asset belonging to the company which may not therefore be misappropriated by the directors’.
ReplyDeleteDo you agree with them?
Alan Dignam and John Lowry, Core Text Series: Company Law (6th edn , OUP, 2010) 342
Hi Foong, sorry for the late reply.
ReplyDeleteCorporate opportunities is something I have extensively worked on during the beginning of the year although it has taken a back seat due to data collection.
I would disagree as an opportunity is not something that can reified, meaning you cannot own an opportunity.
From the extensive literature it would appear that the requirement of an "opportunity" is negligble at best and what is required is a conflict of interest. Determining what an interest is difficult. I myself believe a conflict of interest will include any corporate opportunity within the company's scope of business as determined in Aas v Benham. However, cases like Re Allied Business seem to determine anything the director hears about in the course of his directorship to be something that can be determined as a conflict. I disagree with this latter argument as I believe it can be too difficult to determine when a director is acting in his capacity as a director.
A good article on the topic are D Kershaw, 'does it matter how the law thinks about corporate opportunities' (2005) 25 Legal Studies. This should be read in conjunction with Boardman v Phipps.
Hopefully my work will be published once I get round to editing it and shall blog about it if it does.