Show me the documents!: A director's access to company books during personal litigation

  • A director has a common law right to access all company information necessary to discharge their statutory and fiduciary obligations which are owed to the company.
  • However, when a director becomes involved in personal litigation, often as a result of breaching these statutory and fiduciary obligations, questions often arise around their ability to access company records.
  • A director or former director who proposes to bring a derivative action in the company's name, is not considered to be personally a party to the derivate legal proceedings.

Being appointed as a director of a company is not something you choose to do lightly. Accepting a role as a director brings with it many statutory and fiduciary obligations which, if not complied with, can see the director personally liable for their actions and potentially company debts. However, when a director becomes involved in personal litigation, often as a result of breaching these statutory and fiduciary obligations, questions often arise around their ability to access company records which may be vital in successfully litigating the matter.

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