Peskin v Anderson case brief summary
Former members of the Royal Automobile Club Ltd sued the directors for failing to disclose that they had plans to demutualize. They could have got £35,000 but had given up their membership. They claimed that the directors had breached a duty owed to them as shareholders to inform them of the upcoming demutualisation plan.
The only judgment was given by Mummery LJ.
Directors do not owe a general duty to shareholders, although they may owe a specific duty to a shareholder if there has been an assumption of responsibility.
The fiduciary duties owed to the company arise from the legal relationship between the directors and the company directed and controlled by them.
The fiduciary duties owed to the shareholders do not arise from that legal relationship.
Fiduciary duty between Directors and Shareholders dependent on establishing a special factual relationship between the directors and the shareholders in the particular case. Events may take place which bring the directors of the company into direct and close contact with the shareholders in a manner capable of generating fiduciary obligations.
Duty of disclosure of material facts
Use confidential, valuable commercial information acquired by the directors for benefit of shareholders.
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