Fiduciary duty

Principles stated.

Whether common law rule on account of profits is now outdated.

Public officials owe a fiduciary duty to the public; they are to act in utmost good faith while discharging their duties

If a public official acts in a careless manner, his actions are bound to cause not only distrust amongst the public, but also loss to the public exchequer.

Public functionaries owe a fiduciary duty to act in good faith and discharge their duties with honesty and in accordance with law

If a public functionary does not exercise such power in good faith and with honesty, the principle of merit gets compromised which damages the superstructure of merit, competence and good governance.

Public functionaries owe a fiduciary duty to act in good faith and discharge their duties with honesty and in accordance with law

If a public functionary does not exercise such power in good faith and with honesty, the principle of merit gets compromised which damages the superstructure of merit, competence and good governance.

Fiduciary duty of directors envisaged that each director shall act for the benefit of the company and shareholders and a director could not place himself or herself in a position where his/her interest and duty would conflict

Interests of shareholders and company shall prevail and dominate over personal interests of the directors and directors had to discharge the onus to establish affirmatively that even if a personal interest had been gained, the same was not a result of conducting affairs of the company or exercising authority in a manner that lacked probity, fair dealing or was burdensome harsh or wrongful

In a situation where a director had directly or indirectly gained personal advantage or interest and there was complaint of the affairs having been conducted in an oppressive manner, it inevitably raised the threshold of establishing that such acts and omissions complained of were in utmost good faith and free from probity or unfair dealing causing prejudice to complainant

Gain of personal interest per se would not constitute breach of fiduciary duty and oppression

Shareholders were entitled to seek special remedies provided for under Ss. 290 & 291 of the Companies Ordinance, 1984 if the complaint related to allegations that affairs were being conducted in an oppressive manner.

Promoters had in their hands the creation and moulding of the company; they had the power of defining how, and when, and in what shape, and under what supervision, it shall start into existence and begin to act as a trading corporation

Two fiduciary duties imposed on a promoter were; first, not to make a secret profit out of the promotion of the company without the company's consent; and second to disclose to the company any interest which he had in a transaction entered into by it.

Promoters had in their hands the creation and moulding of the company; they had the power of defining how, and when, and in what shape, and under what supervision, it shall start into existence and begin to act as a trading corporation

Two fiduciary duties imposed on a promoter were; first, not to make a secret profit out of the promotion of the company without the company's consent; and second to disclose to the company any interest which he had in a transaction entered into by it.