Medium2 marksMultiple Choice
Corporate and Business LawSection BSyllabus FManagement and Administration

ACCA · Question 55 · Corporate and Business Law

SCENARIO: BioHeal Pharmaceuticals Ltd is developing a new vaccine. David is a director of BioHeal. During a board meeting, David learns that a rival company is selling a patent that would perfectly complement BioHeal's research. BioHeal's board decides they cannot afford the patent. David secretly buys the patent himself through his own side business and later licenses it to other companies for a massive profit.

Which statutory duty under the Companies Act 2006 has David most clearly breached?

Answer options:

A.

Duty to act within powers (s.171).

B.

Duty to exercise independent judgment (s.173).

C.

Duty to avoid conflicts of interest (s.175).

D.

Duty not to accept benefits from third parties (s.176).

How to approach this question

Identify the duty relating to the exploitation of corporate opportunities.

Full Answer

C.Duty to avoid conflicts of interest (s.175).✓ Correct
Under s.175 of the Companies Act 2006, a director must avoid a situation in which they have a direct or indirect interest that conflicts with the interests of the company. This specifically applies to the exploitation of any property, information, or opportunity, even if the company itself could not take advantage of it (as seen in Regal (Hastings) Ltd v Gulliver).

Common mistakes

Thinking it's not a breach because the company couldn't afford the patent anyway.

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