What is the ratio in Cook v Deeks?

Directors hold corporate opportunities on constructive trust for the company and cannot retain them personally. Majority shareholders cannot ratify such breaches as they cannot give away the company's property.

What did the court decide in Cook v Deeks?

The Privy Council ruled that the directors wrongfully retained a corporate opportunity and that the majority shareholders' ratification was ineffective to validate this breach.

Why is Cook v Deeks important for company law?

It established the fundamental corporate opportunity doctrine and demonstrated the limits of shareholder ratification, providing essential protection for corporate assets from director misappropriation.

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