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FLK1 · Multiple-choice practice

FLK1 Business Law — Question 36

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Question

Jane is a director of Tech Solutions Ltd, a company that offers IT equipment and related services to other businesses. Jane recently discovered that one of Tech Solutions’ key clients, Global Corp, is looking for new software solutions. Jane also runs her own separate software company, Innovate Inc. Without informing the board of Tech Solutions, Jane approaches Global Corp on behalf of Innovate Inc. and secures a lucrative contract for her own company. She is confident that Tech Solutions Ltd would not have an interest in offering this sort of software solution to clients, so she didn’t think there was anything worth discussing internally. Which of the following statements best describes Jane’s position?

  1. Jane has not impacted Tech Solutions Ltd’s interests by securing a contract for Innovate Inc.
  2. Jane has no obligation to disclose her personal dealings with Global Corp to Tech Solutions Ltd.
  3. Jane has breached her duty to avoid conflicts of interest.
  4. Jane can only be held liable if Innovate Inc. fails to deliver on the contract with Global Corp.
  5. Jane is entitled to pursue business opportunities on behalf of others, so long as Tech Solutions Ltd is not interested.

Answer and explanation

Correct answer: C. Jane has breached her duty to avoid conflicts of interest.

Under section 175 of the Companies Act 2006, a director must avoid situations in which they have, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the company. Jane has a fiduciary duty to act in the best interests of Tech Solutions Ltd and must avoid any conflict of interest. By securing a contract for her own company, Innovate Inc., without informing the board of Tech Solutions Ltd, Jane has placed herself in a position of conflict and failed to disclose a potential competing interest (the area of activity is not distinct). It is not up to Jane to make a determination on whether Tech Solutions would be interested, and a conflict can only be absolved via disclosure, something that has not happened in this case.

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