5/13/2011 Duty to exercise powers for proper purposes Hogg v Cramphorn Ltd [1966]3 All ER 420 Buckley J,following Piercy Mills,focused on the fact that powers were being used to usurp the constitutional settlement of powers in the co between board and s/ers body The directors could not use their powers for the primary purpose of interfering with the exercise by the majority of constitutional rights.' 2 constitutional rights How do we articulate the holding of this case? 19 Duty to avoid conflict of interests Four regulatory strategies: ·Three strands: ·(No-)conflict rule (No-)profit rule Misappropriation rule What if the transaction is fair to the company? Aberdeen Railway Co v Blaikie(1854)Macq HL 461 at 471 Man Luen Corp v Sun King Electronic Printed Circuit Board Factory Ltd [1981]1 HKC 407 Regal (Hastings)Ltd v Gullivers [1942]1 All ER 378 0 105/13/2011 10 19 • Hogg v Cramphorn Ltd [1966] 3 All ER 420  Buckley J, following Piercy & Mills, focused on the fact that powers were being used to usurp the constitutional settlement of powers in the co between board and s/ers body  The directors could not use their powers for the primary purpose of interfering with ‘the exercise by the majority of constitutional rights.’  2 constitutional rights  How do we articulate the holding of this case? Duty to exercise powers for proper purposes 20 Duty to avoid conflict of interests • Four regulatory strategies: • Three strands:  (No-)conflict rule  (No-)profit rule  Misappropriation rule • What if the transaction is fair to the company?  Aberdeen Railway Co v Blaikie (1854) Macq HL 461 at 471  Man Luen Corp v Sun King Electronic Printed Circuit Board Factory Ltd [1981] 1 HKC 407  Regal (Hastings) Ltd v Gullivers [1942] 1 All ER 378