Director Duties: A Fiduciary Duty to Confess

Abstract

The English Court of Appeal has determined that directors must disclose their own fiduciary breaches. The court justified its conclusion with a number of policy arguments. None of the arguments, however, provide a credible foundation for what is plainly a novel imposition on fiduciaries. A duty to disclose fiduciary breaches is both practically unrealistic and inconsistent with our general freedom from self-incrimination.

Keywords: fiduciary duty, director, disclosure, confess