Petra is a director of Lowmoor Developments Ltd. Through her role she learns that a site ideal for the company is for sale. She tells the board the company cannot afford it, then buys the site personally through a company she owns, without disclosing her interest or obtaining authorisation. Has she breached her duties?

Correct answer: C) Yes, she has breached the duty to avoid conflicts of interest under s175, even if the company could not have bought the site

Explanation

Section 175 requires a director to avoid situations in which they have, or could have, a conflict with the company's interests, particularly in exploiting property, information or opportunities. It is immaterial whether the company could have taken advantage of the opportunity (s175(2), and compare Regal (Hastings) v Gulliver). The duty is not breached if the matter has been properly authorised by the directors, but here there was no disclosure or authorisation. Using another company does not avoid the duty.