1. Company Act 2006
   1. Codifies fiduciary duties of directors
   2. S175
      1. Must avoid any situation with potential for conflict of intereest
      2. Particularly applies to
         1. Property
         2. information
         3. opportunity
      3. Except with consent of other directors
         1. (only applies to companies formed after 1st Oct 2008)
            1. S175(2)
      4. Or if cannot reasonably be regarded as giving rise to conflict
      5. Does not apply if conflict arises in relation to transaction with company itself
         1. Must declare interest
   3. S176
      1. Must not accept benefits from third party conferred by reason fo directorship
   4. S177
      1. Duty to declare interest in proposed transaction or arrangement
         1. Direct or indirect
   5. Directors
      1. Strict liability
         1. Regal v Gulliver
         2. IDC v Cooley
      2. Same standard as trustees
2. Remedies
   1. Must account for unauthorised profits made
      1. Personal remedy
         1. Opposite of contract- remove benefit
      2. Proprietary claim
         1. Claim for property you own
            1. Shares not money used to purchase shares
3. No Profit rule
   1. Competition with the trust
      1. If trustee sets up business which competes with the trust, is accountable for any profits made.
      2. Re Thompson
         1. Injunction to prevent trustees carrying out competing business
   2. Unauthorised remuneration of trustees
      1. Trustees cannot demand payment for services unless authorised
         1. Re Duke
      2. Out of pocket expenses
         1. S31(1)(A) TA 2000
      3. Authorisation exception
         1. Clause in TI
            1. Charging clause= X
         2. Beneficiaries' consent
            1. Sui juris
            2. Agreement must be fair
            3. Full disclosure of facts
            4. No undue influence
         3. Court order
         4. TA 2000
            1. S28
            2. Professional capacity
            3. S28(5)
            4. S29
            5. Must be in a professional capacity
            6. S29(2)(A)
            7. All trustees must agree in writing
            8. S29)2)
            9. Can't use if solo trustee
            10. Trustee corporations can
   3. Incidental profits
      1. Must account for any personal profit derived from trusteeship/trust property
         1. Remuneration from a third party
            1. Imageview Management v Jack
            2. Can claim fees+ profits accounted for
         2. Indirect remuneration
            1. Will have to account if you make profit out of trusteeship
            2. Williams v Barton
            3. Can keep profits/position if acquired independently
            4. Re Gee
            5. If position obtained by virtue of being a trustee- No profit rule engaged
            6. Re Macadam
            7. Can keep if director before a trustee
            8. Re Dover Coal Extension
         3. Renewal of Trust leases
            1. Breach duties and must account for profits made
            2. Keech v Sandford
            3. Strict liability
            4. Applies to contracts-
            5. Don King
         4. Use of information and opportunities
            1. Accountable for profits made from information/opportunities received by virtue of being a trustee
            2. Boardman v Phipps
            3. Guinness v Saunders
            4. Strict liability
4. No conflict rule
   1. Trustee sells trust property to himself
      1. Self- Dealing
      2. Voidable as of right.
      3. Ex P Lacey
         1. Strict liability
      4. Ex P James
         1. Always a breach
      5. Exception- Authorisation
         1. TI itself
         2. Court order
         3. Consent of the beneficiaries
            1. Sui Juris
            2. Know all facts
   2. Trustee purchases beneficial interest
      1. Fair- dealing rule
      2. Beneficiary can avoid such a transaction
         1. Reasonable time
      3. Authorisation exception
         1. Disclose all facts to B
         2. Fair and honest transaction
         3. B exercises' independent judgement
         4. No undue influence
5. Bray v Ford