Percival v Wright
1902 · [1902] 2 Ch 421
Posted By lanbuk.com
- Facts
- Shareholders offered to sell shares to the directors, who bought them without disclosing that negotiations for a takeover at a higher price were going on.
- Issue
- Did the directors owe a duty of disclosure to the selling shareholders?
- Held
- No. Directors owe their duties to the company, not to individual shareholders.
- Principle
- Directors' duties are owed to the company.
- Why it matters
- Special facts can still create a duty to members in some cases.
Words and Latin in this note
- Fiduciary
- A person, such as a trustee, director or agent, who must act loyally for another. He must not profit from his position or put himself in a conflict of interest. Open the note.
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