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

Court: House of Lords

Facts: Directors took shares in a subsidiary company, which resulted in profits when both the holding and subsidiary companies were sold.

Issue: Should the directors account to the holding company for profits gained from the shares they acquired in the subsidiary?

Held: The directors were held liable to account for the profit due to breach of fiduciary duty.

Key Judicial Statement: Lord Russell suggested that directors could have protected themselves with a shareholder resolution, but they were still liable for profits made from their actions.

💡Leveluplaw: Directors must account for profits gained from breaches of fiduciary duty, even if they have protected themselves with resolutions, highlighting the stringent standards of fiduciary duty.