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Fiduciary duties: Director's duty to disclose own misconduct

Key points

In Item Software (UK) Ltd v Fassihi and others the Court of Appeal holds:

  • A company director has a fiduciary duty to disclose his own misconduct and to account for secret profits. The case of Bell v Lever Brothers Ltd [1932] AC 161, authority for the proposition that there is no general duty for employees to disclose their own misconduct, had no application in a situation involving a director.