Abstract:
It is a well-entrenched principle of corporate law that a director has a
fiduciary duty not to make a secret profit out of his trust, and generally must
not place himself in a position in which his duty and self-interest may conflict
(Aberdeen Railway Co v Blaikie Bros (1854) 2 Eq Rep 12 461; Regal (Hastings)
Ltd v Gulliver [1967] 2 AC 134 (HL); Robinson v Randfontein Gold Mining Co
Ltd 1921AD 168; Phillips v Fieldstone Africa (Pty) Ltd 2004 (3) SA 465 (SCA);
Bhullar v Bhullar [2003] 2 BCLC 241 (CA);MS Blackman, R D Jooste, G K
Everingham, M Larkin, C H Rademeyer & J L Yeats Commentary on the
Companies Act Volume 2 (2008) 8-30). This broader principle may be
subdivided into two categories, namely the corporate opportunity rule and
the no-profit rule.
