The Hong Kong Court of Final Appeal has utilised a ‘scope of business’ inquiry to delineate the boundaries of the no-conflict rule for the company director. Such an inquiry is directed at discerning the realistic ability of the company to exploit any particular business opportunity and a strict capacity approach is eschewed, at least where the no-conflict rule is concerned. The decision is premised on a bifurcation between the no-conflict and no-profit rules, suggesting that the tests to determine breach of these fiduciary rules are not necessarily the same, thus permitting a more nuanced consideration of directorial breaches.
Directors’ duties, Hong Kong, No-conflict and no-profit rules, Scope of business
Business Law, Public Responsibility, and Ethics | Commercial Law
Modern Law Review
Wiley: No OnlineOpen
KOH, Pearlie M. C..
A director’s duty of loyalty and the relevance of the company’s scope of business: Cheng Wai Tao v Poon Ka Man Jason. (2017). Modern Law Review. 80, (5), 941-954. Research Collection School Of Law.
Available at: http://ink.library.smu.edu.sg/sol_research/2301
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