Does s 191 of the Corporations Act Include Conflicting Duties?

Abstract

An important issue is whether s 191 of the Corporations Act 2001 (Cth) – which requires directors to disclose material personal interests – includes conflicting duties. In other words, where a director faces a conflict between duties to different entities or persons (rather than a conflict of interest) is the director obliged to disclose this in accordance with s 191? This issue has not been the subject of detailed research and has not been resolved. In this research note the authors argue that conflicting duties do need to be disclosed under s  191. This is for three reasons. First, a close review of the Parliamentary materials surrounding s 191 indicates no intention to exclude conflicting..