1.15 Duty to Avoid the Conflict of Interest

The conflict's regime: the self-dealing's faces (the director's own transaction with the company — the sale-and-purchase, the loans-to-directors (the Act's prohibition-and-approval faces), the property's-and-service's dealings); the disclosure-and-approval's machinery (the board's-and- meeting's approval after the full disclosure — the interested-director's non-vote (the recusal's discipline)); the corporate-opportunity doctrine (the business-opportunity of the company diverted to self — the classic's lore: the Regal (Hastings)'s line, by name); the competing-with-the-company bar; the secret-profit's disgorgement (the accountability's trust); and the related-party transactions' modern regime (the audit-committee-and-meeting approvals — the listed companies' SEBON-Act disciplines). The Nepali practice: the family-companies' chronic conflict (the promoter's self-dealing) — the minority's complaint's staple (Unit 4's cases' theme).