The Reach of Constitutional Conflicts Provisions: How Do Companies Contract out of the General Law Duties?

Abstract

To what extent do companies insert provisions in their constitutions that modify the duties imposed on company directors? This question is of particular significance in relation to conflicts of interest. In this research note, the authors answer this question by examining the constitutions of 100 companies listed on the Australian Securities Exchange - 50 large capitalisation companies and 50 small capitalisation companies. Only one of the companies in the sample (a small capitalisation company) did not have a relevant provision in its constitution that modified to duty of directors to avoid unauthorised conflicts of interest. The authors divided the constitutions with relevant provisions in..