What is the ratio in Item Software v Fassihi?

Directors owe a fiduciary duty to disclose their own breaches of duty to the company. This duty arises from the fundamental obligation of loyalty inherent in the fiduciary relationship.

What did the court decide in Item Software v Fassihi?

The Court of Appeal ruled that Fassihi breached his fiduciary duty by failing to disclose his conflict of interest and plans to divert business to his own competing company.

Why is Item Software v Fassihi important for company law?

It significantly expanded directors' duties by establishing an affirmative obligation to disclose wrongdoing, demonstrating judicial willingness to strengthen corporate governance protections.

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