Regal (Hastings) v Gulliver [1967] 2 AC 134

Court: House of Lords

Facts: Directors acquired shares in a subsidiary company when the holding company could not afford them. They later made a profit on the sale of both the holding and subsidiary companies.

Held: The directors were liable to account for the profit to the company for breaching their fiduciary duty.

Key Judicial Statement: Lord Russell suggested that the directors could have protected themselves through a resolution by the Regal shareholders, either before or after the transaction.

💡Leveluplaw: Directors must account to the company for any profit made from opportunities that rightfully belonged to the company, ensuring they do not benefit personally from their fiduciary breaches.