Question:

"Traditionally the courts have applied the no-conflict, no-profit, rules with unyielding strictness ... . Notwithstanding that starting point, the position is not one of unremitting severity ..Critically assess this statement on directors' duties, including consideration of how this position is reflected in Companies Act 2006.

Answer guidance:

You should explain the basic concepts of no-conflict and no-profit rules, with reference to cases such asAberdeen Rly Co v Blaikie Bros(1854) 2 Eq Rep 1281, and assess how these have been translated into CA 2006 ss. 175-177 (with continuing relevance of pre-2006 case law).

Your focus should be on the extent to which the approach is strict, why this is, and where (and why) there are areas of less severity.Regal (Hastings) Ltd v Gulliver[1942] 1 All ER 378 obviously requires some attention, and you should also consider other cases that indicate a strict approach (and the justification behind it) such asIndustrial Development Consultants Ltd v Cooley[1972] 1 WLR 443;Boardman v Phipps [1966] 3 All ER 721;O'Donnell v Shanahan [2009] 2 BCLC 666. You also need to explain where the strictness might be relaxed, including: 'maturing business opportunity' cases such asCanadian Aero Services Ltd v O'Malley(1973) 40 DLR (3d) 371 andIsland Export Finance Ltd v Umunna [1986] BCLC 460; the balancing of interests post-resignation; allowing authorisation by the board; requiring disclosure of interest in contract to board.

There is no other source reference or information. It's for a company law module I'm studying. I just wanted a sample answer that follows the structure of the answer guidance. Thank you very much.