Medium2 marksMultiple Choice

ACCA · Question 55 · Syllabus F: Management, administration and the regulation of companies

Scenario: Titanium Forge plc has three directors: Alan, Brenda, and Charles. Alan recently discovered a lucrative opportunity to supply steel to a new bridge project. Without telling the board, Alan set up his own company to take the contract. Brenda, the finance director, failed to notice that Titanium Forge was trading while insolvent for six months. Charles rarely attends board meetings.

Which statutory duty has Alan breached by taking the bridge contract for his own company?

Answer options:

A.

Section 171: Duty to act within powers.

B.

Section 174: Duty to exercise reasonable care, skill and diligence.

C.

Section 175: Duty to avoid conflicts of interest.

D.

Section 177: Duty to declare interest in proposed transaction or arrangement.

How to approach this question

Match the director's action (stealing a corporate opportunity) to the correct statutory duty.

Full Answer

C.Section 175: Duty to avoid conflicts of interest.✓ 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. Alan has breached this by taking the bridge contract for himself (similar to the case of IDC v Cooley).

Common mistakes

Confusing s.175 (general conflicts/opportunities) with s.177 (declaring an interest in a transaction with the company itself).

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